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                                                                   EXHIBIT 10.20

                               ACUITY BRANDS, INC.
                   MANAGEMENT COMPENSATION AND INCENTIVE PLAN

                        EFFECTIVE AS OF NOVEMBER 30, 2001

1.       ESTABLISHMENT AND EFFECTIVE DATE OF PLAN

                  Acuity Brands, Inc. (the "Corporation") hereby adopts the
         Acuity Brands, Inc. Management Compensation and Incentive Plan (the
         "Plan") for its executive officers and certain other executives of the
         Corporation, its Subsidiaries and Business Units who are in management
         positions designated as eligible for participation by the Compensation
         Committee of the Board of Directors of the Corporation or such other
         committee appointed by the Board (the "Committee") or its designee. The
         Plan shall be effective on November 30, 2001 and shall remain in
         effect, subject to the rights of amendment and termination in Section
         13, until the Incentive Awards are paid for the Corporation's fiscal
         year ending in 2007. Payments under the Plan shall only be made to
         Named Executive Officers after the Plan is approved by the
         stockholder(s) of the Corporation.

2.       PURPOSE OF THE PLAN

                  The purpose of the Plan is to further the growth and financial
         success of the Corporation by offering performance incentives to
         designated executives who have significant responsibility for such
         success.

3.       DEFINITIONS

         (a)      "Base Annual Salary" means the actual salary paid to a
                  Participant during the applicable Plan Year, increased by the
                  amount of any pre-tax deferrals or other pre-tax payments made
                  by the Participant to the Corporation's deferred compensation
                  or welfare plans (whether qualified or non-qualified).

         (b)      "Board of Directors" means the Board of Directors of the
                  Corporation.

         (c)      "Business Unit" means a separate business operating unit of
                  the Corporation with respect to which separate performance
                  goals are established hereunder.

         (d)      "Change in Control" means any of the following events:

                           (i)      The acquisition (other than from the
                  Corporation) by any "Person" [as the term person is used for
                  purposes of Sections 13(d) or 14(d) of the Securities Exchange
                  Act of 1934, as amended (the "1934 Act")] of beneficial
                  ownership (within the meaning of Rule 13d-3 promulgated under
                  the 1934 Act) of twenty percent (20%) or more of the combined
                  voting power of the Corporation's then outstanding voting
                  securities; or


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                           (ii)     The individuals who, as of December 1, 2001,
                  are members of the Board of Directors (the "Incumbent Board"),
                  cease for any reason to constitute at least two-thirds of the
                  Board of Directors; provided, however, that if the election,
                  or nomination for election by the Corporation's stockholders,
                  of any new director was approved by a vote of at, least
                  two-thirds of the Incumbent Board, such new director shall,
                  for purposes of this Plan, be considered as a member of the
                  Incumbent Board; or

                           (iii)    a merger or consolidation involving the
                  Corporation if the stockholders of the Corporation,
                  immediately before such merger or consolidation do not, as a
                  result of such merger or consolidation, own, directly or
                  indirectly, more than seventy percent (70%) of the combined
                  voting power of the then outstanding voting securities of the
                  corporation resulting from such merger or consolidation in
                  substantially the same proportion as their ownership of the
                  combined voting power of the voting securities of the
                  Corporation outstanding immediately before such merger or
                  consolidation; or

                           (iv)     a complete liquidation or dissolution of the
                  Corporation or an agreement for the sale or other disposition
                  of all or substantially all of the assets of the Corporation.

                           Notwithstanding the foregoing, a Change in Control
                  shall not be deemed to occur pursuant to subsection (i) above,
                  solely because twenty percent (20%) or more of the combined
                  voting power of the Corporation's then outstanding securities
                  is acquired by (i) a trustee or other fiduciary holding
                  securities under one or more employee benefit plans maintained
                  by the Corporation or any of its Subsidiaries, or (ii) any
                  corporation which, immediately prior to such acquisition, is
                  owned directly or indirectly by the stockholders of the
                  Corporation in the same proportion as their ownership of stock
                  in the Corporation immediately prior to such acquisition.

         (e)      "Chief Executive Officer" means the chief executive officer of
                  the Corporation, unless otherwise specified.

         (f)      "Code" means the Internal Revenue Code of 1986, as amended.

         (g)      "Committee" means the Compensation Committee of the Board of
                  Directors or any other committee designated by the Board of
                  Directors which is responsible for administering the Plan.

         (h)      "Corporation" means Acuity Brands, Inc., a Delaware
                  corporation, and its successors.

         (i)      "Incentive Award" or "Award" means the bonus awarded to a
                  Participant under the terms of the Plan.


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         (j)      "Maximum Award" means the maximum percentage of Base Annual
                  Salary which may be paid based upon the Relative Performance
                  during the Plan Year.

         (k)      "Named Executive Officer" means a Participant who as of the
                  date of payment of an Incentive Award is one of the group of
                  "covered employees" under Code Section 162(m) and the
                  regulations thereunder.

         (l)      "Participant" means an employee of the Corporation, a
                  Subsidiary or a Business Unit who is designated by the
                  Committee to participate in the Plan.

         (m)      "Personal Performance Goals" means the goals that may be
                  established for each Participant each year to improve the
                  effectiveness of the Participant's area of responsibility as
                  well as the Corporation as a whole.

         (n)      "Plan Rules" means the guidelines established annually by the
                  Committee pursuant to Section 4, subject, where applicable, to
                  ratification by the Board of Directors.

         (o)      "Plan Year" means the twelve month period which is the same as
                  the Corporation's fiscal year, The initial Plan Year shall be
                  December 1, 2001 through August 31, 2002. Thereafter, the Plan
                  Year shall be September 1 through the next following August
                  31.

         (p)      "Relative Performance" means the extent to which the
                  Corporation, designated Business Unit or Subsidiary, as
                  applicable, achieves the performance measurement criteria set
                  forth in the Plan Rules.

         (q)      "Subsidiary" means any corporation in an unbroken chain of
                  corporations, beginning with the Corporation, if each of the
                  corporations other than the last corporation in the unbroken
                  chain owns stock possessing 50% or more of the total combined
                  voting power of all classes of stock in one of the other
                  corporations in such chain.

         (r)      "Target Award" means the percentage (which may vary among
                  Participants and from Plan Year to Plan Year) of Base Annual
                  Salary which will be paid to a Participant as an Incentive
                  Award if the performance measurement criteria applicable to
                  the Participant for the Plan Year is achieved, as reflected in
                  the Plan Rules for such Plan Year.

         (s)      "Threshold Award" means the percentage of Base Annual Salary
                  which may be paid based on the minimum acceptable Relative
                  Performance during the Plan Year.

4.       ADMINISTRATION OF THE PLAN

         The Plan will be administered by the Committee, subject to its right to
delegate responsibility for administration of the Plan as it applies to
Participants other than Named Executive Officers pursuant to Section 7. The
Committee will have authority to establish


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Plan Rules with respect to the following matters, subject to the right of the
Board of Directors to ratify such Plan Rules as provided in this Section 4:

(a)      the employees who are to become Participants in the Plan;

(b)      the Target Award, Maximum Award and Threshold Award that can be granted
         to each Participant and the method for determining such award, which
         the Committee may amend from time to time,

(c)      the performance targets and the measurement criteria to be used in
         determining the Corporation's or a Business Unit's or a Subsidiary's
         Relative Performance, which will include one or more of the performance
         measures listed on Appendix A attached hereto, as determined by the
         Committee each year; and

(d)      the time or times and the conditions subject to which any Incentive
         Award may become payable.

          The Plan Rules will be adopted by the Committee prior to, or as soon
 as practical after, the commencement of each Plan Year. Subject to the
 provisions of the Plan and the Committee's right to delegate its
 responsibilities, the Committee will also have the discretionary authority to
 interpret the Plan, to prescribe, amend and rescind rules and regulations
 relating to it, and to make all other determinations deemed necessary or
 advisable in administering the Plan. The determinations of the Committee on the
 matters referred to in paragraphs (a) through (d) of this Section 4 with
 respect to Named Executive Officers (and such other Participants as the
 Committee may determine) shall be submitted at least annually to the Board of
 Directors for its consideration and ratification. For Participants who are not
 Named Executive Officers, the Committee may in its discretion establish
 performance measures not listed on Appendix A without obtaining shareholder
 approval.

 5.       PARTICIPATION

          Eligibility for participation in the Plan is limited to executive
 officers of the Corporation and certain other executives of the Corporation,
 Business Units or Subsidiaries who hold key management and staff positions.
 From among those eligible and based upon the recommendations of the Chief
 Executive Officer and other designees, the Committee will designate by name or
 position the Participants each Plan Year. Any employee who is a Participant in
 one Plan Year may be excluded from participation in any other Plan Year. If,
 during the Plan Year, a Participant other than a Named Executive Officer
 changes employment positions to a new position which corresponds to a different
 award level, the Committee may, in its discretion, adjust the Participant's
 award level for such Plan Year. The Committee may, in its discretion, designate
 employees who are hired after the beginning of the Plan Year as Participants
 for such Plan Year and as eligible to receive full or partial Incentive Awards
 for such year.


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6.       INCENTIVE AWARDS

         6.1      DETERMINATION OF THE AMOUNT OF INCENTIVE AWARDS

                  At the end of each Plan Year, the Committee shall certify the
         extent to which the performance targets and measurement criteria
         established pursuant to Section 4 have been achieved for such Plan Year
         based upon financial information prepared by the Corporation. Subject
         to the right to decrease an award as described in the next paragraph,
         the Participant's Incentive Award shall be computed by the Committee
         based upon the achievement of the established performance targets,
         measurement criteria and the requirements of the Plan. In addition to
         any adjustments provided for in the Incentive Award, the Committee may
         in determining whether performance targets have been met adjust the
         Corporation's financial results to exclude the effect of unusual
         charges or income items, changes in accounting, or other events (such
         as acquisitions, divestitures and equity and other restructurings),
         which are distortive of results year over year (either on a segment or
         consolidated basis); provided, that for purposes of determining the
         Incentive Awards of Named Executive Officers, the Committee shall
         exclude unusual items whose exclusion has the effect of increasing
         Relative Performance if such items constitute "extraordinary" or
         "unusual" events or items under generally accepted accounting
         principles and all such events or items shall be excluded. In addition,
         the Committee will adjust its calculations to exclude the unanticipated
         effect on financial results of changes in the Code or other tax laws,
         or the regulations relating thereto.

                  The Committee may, in its discretion, decrease the amount of a
         Participant's Incentive Award for a Plan Year based upon such factors
         as it may determine, including the failure of the Corporation, Business
         Unit or Subsidiary to meet certain performance goals or of a
         Participant to meet his Personal Performance Goals. The factors to be
         used in reducing an Incentive Award may be established at the beginning
         of a Plan Year and may vary among Participants.

                  In the event that the Corporation's, Business Unit's or
         Subsidiary's performance is below the performance thresholds for the
         Plan Year and the Incentive Awards are reduced or cancelled, the
         Committee may in its discretion grant Incentive Awards (or increase the
         otherwise earned Incentive Awards) to deserving Participants, except
         for Participants who are Named Executive Officers.

                  The Plan Rules and Incentive Awards under the Plan shall be
         administered in a manner to qualify payments under the Plan to the
         Named Executive Officers for the performance-based exception under Code
         Section 162(m) and the regulations thereunder, except where the Board
         of Directors determines such compliance is not necessary. The maximum
         Incentive Award that may be paid to an individual Participant for a
         Plan Year shall be $1.5 million.

         6.2      ELIGIBILITY FOR PAYMENT OF INCENTIVE AWARD

                  No Participant will have any vested right to receive any
         Incentive Award until such date as the Board of Directors has ratified
         the Committee's determination with respect to


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         the payment of individual Incentive Awards, except where the Committee
         determines such ratification is not necessary. No Incentive Award will
         be paid to any Participant who is not an active employee of the
         Corporation, a Business Unit or a Subsidiary at the end of the Plan
         Year to which the Incentive Award relates; provided, however, at the
         discretion of the Committee or its designee (subject to ratification by
         the Board of Directors, where required), partial Incentive Awards may
         be authorized by the Committee to be paid to Participants (or their
         beneficiaries) who are terminated without cause (as determined by the
         Committee or its designee) or who retire, die or become permanently and
         totally disabled during the Plan Year. No Participant entitled to
         receive an Incentive Award shall have any interest in any specific
         asset of the Corporation, and such Participant's rights shall be
         equivalent to that of a general unsecured creditor of the Corporation.

         6.3      PAYMENT OF AWARDS

                  Payment of the Incentive Awards will be made as soon as
         practicable after their determination pursuant to Sections 6.1 and 6.2,
         subject to a Participant's right to defer payment pursuant to any
         applicable deferred compensation plans of the Corporation. Payment will
         generally be made in a lump sum in cash, unless the Committee otherwise
         determines at the beginning of the Plan Year.

7.       DELEGATION OF AUTHORITY BY COMMITTEE

                  Notwithstanding the responsibilities of the Committee set
         forth herein, the Committee may delegate to the Chief Executive Officer
         or others all or any portion of its responsibility for administration
         of the Plan as it relates to Participants other than Named Executive
         Officers. Such delegation may include, without limitation, the
         authority to designate employees who can participate in the Plan, to
         establish Plan Rules, to interpret the Plan, to determine the extent to
         which performance criteria have been achieved, and to adjust any
         Incentive Awards that are payable. In the case of each such delegation,
         the administrative actions of the delegate shall be subject to the
         approval of the person within the Corporation to whom the delegate
         reports (or, in the case of a delegation to the Chief Executive
         Officer, to the approval of the Committee).

8.       CHANGE IN CONTROL

                  Upon the occurrence of a Change in Control, unless the
         Participant otherwise elects in writing, the Participant's Incentive
         Award for the Plan Year, determined at the Target Award level (without
         any reductions under Section 6.1) shall be deemed to have been fully
         earned for the Plan Year, provided that the Participant shall only be
         entitled to payment of a pro rata portion of the Incentive Award based
         upon the number of days within the Plan Year that had elapsed as of the
         effective date of the Change in Control. The Incentive Award amount
         shall be paid in cash within thirty (30) days of the effective date of
         the Change in Control. The Incentive Award payable upon a Change in
         Control to a Participant for a Plan Year during which a Change in
         Control occurs shall be the greater of the amount provided for under
         this Section 8 or the amount of the Incentive Award payable


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         to such Participant for the Plan Year under the terms of any employment
         agreement or severance agreement with the Corporation, its Business
         Units or its Subsidiaries.

9.       BENEFICIARY

                  The Committee may provide for each Participant to designate a
         person or persons to receive, in the event of death, any Incentive
         Award to which the Participant would then be entitled under Section
         6.2. Such designation will be made in the manner determined by the
         Committee and may be revoked by the Participant in writing. If the
         Committee does not provide for such designation or if a Participant
         fails effectively to designate a beneficiary, then the estate of the
         Participant will be deemed to be the beneficiary.

10.      WITHHOLDING OF TAXES

                  The Corporation shall deduct from each Incentive Award the
         amount of any taxes required to be withheld by any governmental
         authority.

11.      EMPLOYMENT

                  Nothing in the Plan or in any Incentive Award shall confer (or
         be deemed to confer) upon any Participant the right to continue in the
         employ of the Corporation, a Business Unit or a Subsidiary, or
         interfere with or restrict in any way the rights of the Corporation, a
         Business Unit or a Subsidiary to discharge any Participant at any time
         for any reason whatsoever, with or without cause.
12.      SUCCESSORS

                  All obligations of the Corporation under the Plan with respect
         to Incentive Awards granted hereunder shall be binding upon any
         successor to the Corporation, whether such successor is the result of
         an acquisition of stock or assets of the Corporation, a merger, a
         consolidation or otherwise.

13.      TERMINATION AND AMENDMENT OF THE PLAN

                  The Committee, subject to the ratification rights of the Board
         of Directors, has the right to suspend or terminate the Plan at any
         time, or to amend the Plan in any respect, provided that no such action
         will, without the consent of an affected Participant, adversely affect
         the Participant's rights under an Incentive Award approved under
         Section 6.2.

14.      GOVERNING LAW

                  The Plan shall be interpreted and construed under the laws of
         the State of Georgia.

                            [Signature Page Follows]


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         IN WITNESS WHEREOF, the Plan has been executed by the Corporation on
this 28th day of November, 2001, to be effective on the Effective Date.

                                    ACUITY BRANDS, INC.



                                    By:        /s/ James S. Balloun
                                           -------------------------------------
                                           James S. Balloun
                                           Chairman, President and
                                              Chief Executive Officer


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                                   APPENDIX A

                                       to

                               ACUITY BRANDS, INC.

                   MANAGEMENT COMPENSATION AND INCENTIVE PLAN


<TABLE>
<CAPTION>
PERFORMANCE MEASURE                          GENERAL DEFINITION
-------------------                          ------------------
<S>                                          <C>
AATP Margin .................................AATP divided by Sales

Adjusted After-Tax Profit (AATP) ............APTP minus book income taxes
                                             (reported tax rate applied to APTP)

Adjusted Pre-Tax Profit (APTP) ..............Income before provision for income
                                             taxes plus interest expense plus
                                             implied interest on capitalized
                                             operating leases. The measure may
                                             include or exclude income from
                                             discontinued operations,
                                             extraordinary items, changes in
                                             accounting principles, and
                                             restructuring expense.

Capitalized Economic Profit .................Economic Profit divided by a
                                             predetermined rate reflecting the
                                             cost of capital

Capitalized Entity Value ....................Sum of average invested capital in
                                             the business and the Capitalized
                                             Economic Profit

Capitalized Equity Value ....................Capitalized Entity Value minus
                                             total debt

Cashflow ....................................Net cash provided by operating
                                             activities

Cashflow Return on Capital ..................Cash flow divided by average
                                             invested capital

Cashflow Return on Capitalized
Entity/Equity Value..........................Cashflow divided by Capitalized
                                             Value


Cashflow Return on Investment ...............

Change in Price of Shares ...................

Earnings Per Share ..........................Primary or fully diluted earnings
                                             per share

Economic Profit .............................AATP minus a charge for capital

Net Income ..................................Net income as reported in NSI's
                                             annual financial statements or the
                                             books and records of its segments.
                                             The measure may include or exclude
                                             income from discontinued
                                             operations, extraordinary items,
                                             changes in accounting principles,
                                             and restructuring expense.
</TABLE>


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<TABLE>
<S>                                          <C>
Net Income Return on Capital ................Net Income divided by average
                                             invested capital

Return on Assets (ROA) ......................Net Income divided by average total
                                             assets

Return on Equity (ROE) ......................Net Income divided by average
                                             stockholders' equity

Return on Gross Investment ..................Sum of Net Income plus depreciation
                                             divided by sum of average invested
                                             capital plus accumulated
                                             depreciation

Return on Invested Capital ..................Net Income or AATP divided by
                                             average

Return on Net Assets (RONA) .................Net Income, APTP, or income before
                                             taxes, divided by average net
                                             assets

Sales .......................................Net sales of products and service
                                             revenues

Sales Growth ................................Percentage change in Sales from
                                             year to year

Total Return to Stockholders ................Percentage change in stockholder
                                             value (stock price plus reinvested
                                             dividends)
</TABLE>


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