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                                                                   EXHIBIT 10.19

                               ACUITY BRANDS, INC.
                   SUPPLEMENTAL RETIREMENT PLAN FOR EXECUTIVES

                       (Effective As of November 30, 2001)


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                               ACUITY BRANDS, INC.
                   SUPPLEMENTAL RETIREMENT PLAN FOR EXECUTIVES

                                    PREAMBLE

         The Acuity Brands, Inc. Supplemental Retirement Plan For Executives
("Plan") is designed to be a supplemental retirement plan covering a select
group of management and highly compensated employees of Acuity Brands, Inc. (the
"Company") and its Subsidiaries. The benefits under the Plan are unfunded and
all amounts payable under the Plan shall be paid from the general assets of the
Employer which employs the Participant.

         The effective date of the Plan as set forth herein is November 30, 2001
("Effective Date"). The Plan was originally established in connection with the
spin-off of the Company from National Service Industries, Inc. ("NSI"), which
became effective November 30, 2001. Pursuant to an Employee Benefits Agreement,
dated as of November 30, 2001, between the Company and NSI, the liability for
benefits to certain employees and former employees of NSI and its subsidiaries
who were participants in the Supplemental Retirement Plan For Executives of
National Service Industries, Inc. ("Prior Plan") as of the Effective Date, and
who became or remained employees of the Company or its Subsidiaries as of the
Effective Date or who were formerly employed by the businesses transferred to
the Company by NSI (including those in pay status) shall be transferred to the
Plan. As provided for herein, the benefit payment elections and designation of
beneficiaries made under the Prior Plan prior to the Effective Date shall be
carried over and apply for purposes of the Plan after the Effective Date
(subject to any changes made after the Effective Date under the Plan).


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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                            <C>
PREAMBLE

ARTICLE I       DEFINITIONS AND CONSTRUCTION................................................................   1
        1.1     Definitions.................................................................................   1
                (a)      Accrued Pension....................................................................   1
                         (1)      Normal Retirement Accrued Pension.........................................   1
                         (2)      Early Retirement Accrued Pension..........................................   1
                         (3)      Vested Termination or Disability Accrued Pension..........................   1
                         (4)      Late Retirement Accrued Pension...........................................   2
                (b)      Act................................................................................   2
                (c)      Actuarial (or Actuarially) Equivalent..............................................   2
                (d)      Actuary............................................................................   2
                (e)      Administrator......................................................................   2
                (f)      Anniversary Date...................................................................   2
                (g)      Authorized Leave of Absence........................................................   2
                (h)      Annual Bonus.......................................................................   3
                (i)      Average Monthly Compensation.......................................................   3
                         (1)      For Benefit Accruals Prior To January 1, 1994.............................   3
                         (2)      For Benefit Accruals On Or After January 1, 1994..........................   3
                (j)      Board..............................................................................   3
                (k)      Bonus..............................................................................   3
                (l)      Break in Service...................................................................   3
                (m)      Break Year.........................................................................   3
                (n)      Committee..........................................................................   3
                (o)      Company............................................................................   3
                (p)      Compensation.......................................................................   4
                (q)      Credited Service...................................................................   4
                (r)      Disability.........................................................................   4
                (s)      Disability Retirement Date.........................................................   4
                (t)      Early Retirement Date..............................................................   4
                (u)      Effective Date.....................................................................   4
                (v)      Eligible Service...................................................................   4
                (w)      Executive..........................................................................   5
                (x)      Fiduciaries........................................................................   5
                (y)      Late Retirement Date...............................................................   5
                (z)      Normal Retirement Date.............................................................   5
                (aa)     NSI................................................................................   5
                (bb)     Participant........................................................................   5
                (cc)     Pension............................................................................   5
                (dd)     Pension Commencement Date..........................................................   5
                (ee)     Pension Plan C.....................................................................   5
</TABLE>


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<TABLE>
<S>                                                                                                            <C>
                (ff)     Plan...............................................................................   5
                (gg)     Plan Year..........................................................................   6
                (hh)     Predecessor Retirement Plan(s).....................................................   6
                (ii)     Primary Social Security Benefit....................................................   6
                (jj)     Prior Plan.........................................................................   6
                (kk)     Retirement.........................................................................   6
                (ll)     Service Date.......................................................................   7
                (mm)     Service Hours......................................................................   7
                (nn)     Termination Date...................................................................   7
                (oo)     Vested Terminee....................................................................   7
                (pp)     401(k) Plan........................................................................   7
         1.2    Construction................................................................................   7

ARTICLE II      PARTICIPATION, CREDITED SERVICE, ELIGIBLE SERVICE AND BREAK IN SERVICE.....................   1
         2.1    Eligibility for Participation:..............................................................   1
         2.2    Eligible Service............................................................................   1
         2.3    Credited Service............................................................................   1
                (a)      Credited Service Prior to February 15, 1976........................................   2
                (b)      Credited Service From and After February 15, 1976..................................   2
         2.4    Break in Service............................................................................   2
         2.5    Method of Becoming a Participant............................................................   3
         2.6    Participants Bound..........................................................................   3
         2.7    Military Service............................................................................   3
         2.8    Executive Not Actively At Work on Date of Eligibility.......................................   3
         2.9    An Executive Ceases Active Participation....................................................   3
        2.10    Transfers...................................................................................   3
                (a)      When Employee Becomes Executive....................................................   3
                (b)      Accrued Pension Under Transfer To A Non-Eligible Status............................   4

ARTICLE III     RETIREMENT AND TERMINATION DATES AND PENSIONS...............................................   1
         3.1    Normal Retirement and Pension...............................................................   1
         3.2    Late Retirement and Pension.................................................................   1
         3.3    Early Retirement and Pension................................................................   1
         3.4    Disability Retirement and Pension...........................................................   1
         3.5    Vested Terminee and Pension.................................................................   2
         3.6    Termination Prior to Completion of 10 Years of Credited Service.............................   2
         3.7    Normal Form of Payment of Pension...........................................................   2
         3.8    Optional Forms of Benefit Payment Optional Forms of Benefit
                Payment Optional Forms of Benefit Payment...................................................   2
                (a)      Period-Certain and Life Option.....................................................   2
                (b)      Contingent Annuitant Option........................................................   3
                (c)      Single Option......................................................................   3
                (d)      Social Security Level Income Option................................................   3

ARTICLE IV      PRE-RETIREMENT DEATH BENEFITS...............................................................   1
                (a)      Death Prior to Eligibility for Early or Normal Retirement..........................   1
</TABLE>


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<TABLE>
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                (b)      Death After Attaining Eligibility for Early or Normal Retirement...................   1
ARTICLE V       PLAN FINANCING..............................................................................   1
         5.1    Payment of Costs and Expenses...............................................................   1

ARTICLE VI      FIDUCIARY RESPONSIBILITIES..................................................................   1
         6.1    Allocation of  Responsibility Among Fiduciaries.............................................   1
         6.2    Fiduciary Duties............................................................................   1
         6.3    Company Filing Responsibility...............................................................   1


ARTICLE VII     COMMITTEE AND ADMINISTRATION................................................................   1
         7.1    Appointment and Term of Committee...........................................................   1
         7.2    Selection of Secretary and Duties of Secretary..............................................   1
         7.3    Majority Vote Required, Exceptions..........................................................   1
         7.4    Payment of Expenses.........................................................................   1
         7.5    Limitation of Liability.....................................................................   1
         7.6    Right to Consult............................................................................   1
         7.7    General Duties..............................................................................   1
         7.8    Application and Forms For Pension...........................................................   2
         7.9    Facility of Payment.........................................................................   2
        7.10    Rules and Decisions.........................................................................   3
        7.11    Company to Furnish Information..............................................................   3
        7.12    Administrator to Furnish Other Information..................................................   3
        7.13    Beneficiary Designations....................................................................   3

ARTICLE VIII    SUCCESSOR COMPANY...........................................................................   1
         8.1    Successor Company...........................................................................   1

ARTICLE IX      PLAN TERMINATION............................................................................   1
         9.1    Right to Terminate..........................................................................   1

ARTICLE X       TRUST.......................................................................................   1

ARTICLE XI      AMENDMENTS AND ACTION BY COMPANY............................................................   1
        11.1    Amendments..................................................................................   1
        11.2    Notices of Amendment, Modification or Revision..............................................   1

ARTICLE XII     MISCELLANEOUS...............................................................................   1
        12.1    Nonguarantee of Employment..................................................................   1
        12.2    Rights Under Plan...........................................................................   1
        12.3    Nonalienation of Benefits...................................................................   1
        12.4    Entering Military Service...................................................................   1
        12.5    Headings for Convenience Only...............................................................   1
        12.6    Multiple Copies.............................................................................   1
        12.7    Governing Law...............................................................................   1
</TABLE>


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<TABLE>
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        12.8    Guarantee of Performance....................................................................   1

ARTICLE XIII    CHANGE IN CONTROL...........................................................................   1
        13.1    Cause.......................................................................................   1
        13.2    Change in Control...........................................................................   1
        13.3    Termination of Employment...................................................................   2
        13.4    Amendment or Termination....................................................................   2

SCHEDULE 1
APPENDICES
</TABLE>


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                                   ARTICLE I

                          DEFINITIONS AND CONSTRUCTION

1.1      Definitions: Where the following words and phrases appear in this Plan,
they shall have the meanings set forth below, unless the context clearly
indicates to the contrary:

         (a)      Accrued Pension: A Participant as of any given date shall have
an Accrued Pension, which in each case shall be reduced by (i) the Accrued
Pension, or the Actuarial Equivalent of the Accrued Pension, where appropriate,
which the Participant is entitled to receive from Pension Plan C (and in the
event of death covered by Article IV(b), the Actuarial Equivalent of any Group
Term Life Insurance), increased for purposes of this offset for any Participant
who would not have been eligible for Early Retirement under Pension Plan C as in
effect prior to February 15, 1989, but who elects Early Retirement hereunder, by
recalculating his February 14, 1989 accrued benefit as if he were eligible for
an Early Retirement benefit, and (ii) the Actuarial Equivalent value of the
Participant's hypothetical Account in the 401(k) Plan, assuming the Participant
had contributed to the 401(k) Plan during the period he was eligible to
participate in such plan an amount annually equal to 4% of his "Annual
Compensation" (as that term is defined in the 401(k) Plan and subject to the
limitation of Section 401(a)(17) of the Internal Revenue Code of 1986, as
amended (the "Code")) over $15,000 and received related Matching Contributions,
and that his Account had earned 8% per annum to such date. The determination of
the reduction under this paragraph shall be made by the Committee and its
decisions on such matters shall be final and binding on all parties. The
appropriate Accrued Pension shall be classified as follows:

                  (1)      Normal Retirement Accrued Pension: An amount equal to
         the Participant's Average Monthly Compensation multiplied by 45%, minus
         50% of his Primary Social Security Benefit. The amount determined in
         the preceding sentence is then multiplied by a fraction having a
         numerator equal to his Credited Service at his Normal Retirement Date
         and a denominator equal to the greater of (a) twenty (20) or (b) his
         Eligible Service on such date;

                  (2)      Early Retirement Accrued Pension: A Participant's
         Accrued Pension as of any given date that is after the date he has
         attained both at least age 55 and completed at least 10 years of
         service from his Service Date to his Early Retirement Date, and before
         his Normal Retirement Date, shall be an amount equal to 45% of his
         Average Monthly Compensation, minus 50% of his Primary Social Security
         Benefit. The amount determined in the preceding sentence is then
         multiplied by a fraction having a numerator equal to his Credited
         Service at his Early Retirement Date and a denominator equal to the
         greater of (a) twenty (20) or (b) his Eligible Service on such date;

                  (3)      Vested Termination or Disability Accrued Pension: A
         Participant's Accrued Pension as of any given date when his Accrued
         Pension is not determined


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         under subparagraphs (1) or (2) above, or (4) below, shall be an amount
         equal to 45% of the Participant's Average Monthly Compensation minus
         50% of his Primary Social Security Benefit. The amount determined in
         the preceding sentence is then multiplied by a fraction having a
         numerator equal to the Participant's Credited Service on his
         Termination Date, and a denominator equal to the greater of (i) twenty
         (20), or (ii) the sum of (A) the Participant's Eligible Service on his
         Termination Date plus (B) the number of years of Eligible Service the
         Participant would have earned if he had continued his employment with
         the Company from his Termination Date until his Normal Retirement Date,
         with any fractional year expressed as a decimal equivalent, to two
         decimal places.

Notwithstanding the foregoing, when a Participant who received a distribution or
distributions following his Termination Date or Retirement is re-employed and
again becomes an active Participant, such Participant's Accrued Pension, as
computed pursuant to the appropriate subparagraph of this Section, shall be
reduced by the monthly Accrued Pension amount that is the Actuarial Equivalent
of the distribution(s) made to the Participant.

                  (4)      Late Retirement Accrued Pension: A Participant's
         Accrued Pension as of any given date that is after the date he has
         attained his Normal Retirement Date shall be an amount equal to an
         increased Pension which is the Actuarial Equivalent of an amount
         otherwise payable at his Normal Retirement Date, equal to 45% of the
         Participant's Average Monthly Compensation minus 50% of his Primary
         Social Security Benefit. The amount determined in the preceding
         sentence is then multiplied by a fraction having a numerator equal to
         his Credited Service at his Normal Retirement Date and a denominator
         equal to the greater of (a) twenty (20) or (b) his Eligible Service on
         such date.

         (b)      Act: Public Law No. 93-406, the Employee Retirement Income
Security Act of 1974, as amended from time to time.

         (c)      Actuarial (or Actuarially) Equivalent: Equality in value of
the aggregate amounts expected to be received under different forms of payment,
using the same basis as defined for such term in Pension Plan C.

         (d)      Actuary: The individual actuary, or firm of actuaries,
selected by the Administrator to provide actuarial services in connection with
the administration of the Plan.

         (e)      Administrator: Acuity Brands, Inc.

         (f)      Anniversary Date: January 1; under the Prior Plan prior to
January 1, 1994, the Anniversary Date was February 15.

         (g)      Authorized Leave of Absence: Any absence authorized by the
Company under the Company's standard personnel practices, provided that all
persons under similar circumstances shall be treated alike in the granting of
such Authorized Leaves of Absence,


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and provided further that the Participant returns within the period specified in
the Authorized Leave of Absence.

         (h)      Annual Bonus: The amount awarded an Executive under the
Company's annual bonus program, subject to the provisions and limitations
contained in Section 1.1(p) of the Plan.

         (i)      Average Monthly Compensation: For Executives, the following
definitions shall apply:

                  (1)      For Benefit Accruals Prior To January 1, 1994: The
         applicable monthly amount shall be the average of his basic monthly
         salary determined as of the three (3) consecutive November 15ths of the
         last ten (10) November 15ths (excluding amounts earned after age
         sixty-five (65)) immediately preceding the Participant's date of
         Retirement, termination of employment or death, during which it was
         highest and 1/12 of the average of the three (3) highest, consecutive
         Annual Bonuses awarded to the Participant during the ten (10) years
         immediately preceding the Participant's date of Retirement or death, or
         Termination Date.

                  (2)      For Benefit Accruals On Or After January 1, 1994: The
         applicable monthly amount shall be the average of his Compensation for
         the three highest, consecutive calendar years during the ten years
         (excluding Compensation after age 65) immediately preceding the
         Participant's date of Retirement, death or other termination of
         employment.

         (j)      Board: The Board of Directors of Acuity Brands, Inc. or its
Executive Committee.

         (k)      Bonus: An annual bonus awarded to a Participant for the
Company's Fiscal Year ending in the Plan year.

         (l)      Break in Service: An event which results in the cancellation
of a Participant's previous Credited Service and Eligible Service as provided in
Section 2.4.

         (m)      Break Year: A Plan Year in which an Executive failed to accrue
at least 500 Service Hours.

         (n)      Committee: The persons appointed under the provisions of
Article VII.

         (o)      Company: Company shall mean Acuity Brands, Inc. (or its
successor or successors). Affiliated or related employers are permitted to adopt
the Plan and shall be known as "Adopting Employers." To the extent required by
certain provisions (e.g., determining Average Monthly Compensation, Credited
Service and Service Date), references to the Company shall include the Adopting
Employer of the Participant. Adopting Employers are listed on Schedule 1.


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         (p)      Compensation: Subject to adjustment as provided in the next
sentence, (1) for benefit accruals prior to January 1, 1994, an Executive's
"Compensation" shall be determined under Section 1.1(i)(1), and (2) for benefit
accruals on or after January 1, 1994, "Compensation" shall be the Executive's
salary and wages for the calendar year, and any Annual Bonuses awarded during
the year (such amount shall generally equal the amount shown in Box 10 of Form
W-2 for the year or a similar Box on any future Form W-2 or replacement form).
In either case, Compensation and Annual Bonuses shall include any amounts which
shall be voluntarily deferred by the Executive under any salary or bonus
deferral or reduction program (whether qualified or non-qualified) which may be
instituted by the Company, but shall not include any earnings or Company match
on these deferred amounts, or payments from such programs or any similar salary
deferral or bonus deferral programs. A Participant's Compensation and Annual
Bonuses that were credited prior to the Effective Date under the Prior Plan
shall also be credited under this Plan.

         (q)      Credited Service: The period of a Participant's employment
with the Company considered in determining his eligibility for benefits from the
Plan and the amount of his Accrued Pension, in accordance with Section 2.3, or
credited pursuant to Section 2.10, plus, for the sole purpose of determining his
eligibility for a Vested Pension, any period of employment completed prior to
eligibility for Participation in Pension Plan C and Predecessor Pension Plans. A
Participant's Credited Service prior to the Effective Date under the Prior Plan
shall also be credited under this Plan.

         (r)      Disability: Disability which is likely to be total and
permanent shall be established in the following manner: If the Company or the
Participant believes that the Participant is incapable by reason of his
disability to perform his customary work for the Company, and if the Committee,
the Company and the Participant unanimously agree that the Participant is so
disabled, such unanimous findings shall be conclusive proof of the Participant's
Disability. If the Committee, the Company, and the Participant are not
unanimous, then the Committee, acting as a unit, by one vote, the Company by one
vote, and the Participant by one vote, and by a majority of said three votes,
shall select a physician whose duty it shall be to find and so certify to the
Committee if the Participant is physically incapable of further employment by
the Company to perform his customary work. Such certification shall be final and
conclusive on all parties. The reasonable expenses of such determination shall
be considered as an administrative expense of the Company.

         (s)      Disability Retirement Date: The Date of Retirement due to
Disability as specified in Section 3.4.

         (t)      Early Retirement Date: The date of Early Retirement as
specified in Section 3.3.

         (u)      Effective Date: This Plan is effective November 30, 2001. The
date on which the Prior Plan initially became effective was July 1, 1983.

         (v)      Eligible Service: The period of a Participant's employment
with the Company considered in determining the amount of his Accrued Pension, in
accordance with Section


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2.2. A Participant's Eligible Service prior the the Effective Date under the
Prior Plan shall also be credited under this Plan.

         (w)      Executive: Any person who, on or after the Effective Date, is
classified as an executive officer of the Company covered by a bonus arrangement
and who is receiving remuneration for personal services rendered to the Company
(or would be receiving such remuneration except for an Authorized Leave of
Absence), and any other officer of the Company (or an Adopting Employer)
designated by the Chief Executive Officer of the Company as eligible to
participate in the Plan and who is listed on an Appendix attached hereto.

         (x)      Fiduciaries: The Company, the Plan Administrator and the
Committee, but only with respect to the specific responsibilities of each for
Plan administration, all as described in Article VI.

         (y)      Late Retirement Date: The date of Retirement subsequent to
Normal Retirement Date as specified in Section 3.2.

         (z)      Normal Retirement Date: The date of Retirement as specified in
Section 3.1.

         (aa)     NSI: National Service Industries, Inc., a Delaware
corporation, and the corporation from which the Company was spun-off on the
Effective Date.

         (bb)     Participant: An Executive participating in the Plan in
accordance with the provisions of Section 2.1.

         (cc)     Pension: A series of monthly amounts which are payable to a
person who is entitled to receive benefits under the Plan.

         (dd)     Pension Commencement Date: The date as of which the initial
payment of a Participant's Pension is due to commence, as provided in Article
III, provided that such date shall, in no event, be later than the first of the
month following or coincident with the last to occur of the following: (a) ten
years after the commencement date of the Participant's participation in the
Predecessor Pension Plan and Pension Plan C or (b) the Participant's Normal or
Late Retirement Date or (c) the Termination Date of the Participant.

         (ee)     Pension Plan C: The Acuity Brands, Inc. Pension Plan, the
pension plan provided for employees of the Corporate Office of Acuity Brands,
Inc., as it may be amended from time to time. The Pension Plan was previously
maintained by NSI as National Service Industries, Inc. Pension Plan C and was
adopted and assumed by the Company on the Effective Date.

         (ff)     Plan: The Acuity Brands, Inc. Supplemental Retirement Plan for
Executives, the Plan set forth herein, as amended from time to time.


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         (gg)     Plan Year: A twelve (12) month period beginning on January 1
and ending on December 31. The Prior Plan had a short Plan Year from February
15, 1993 through December 31, 1993; under the Prior Plan before January 1, 1994,
the Plan Year was February 15 through the next following February 14.

         (hh)     Predecessor Retirement Plan(s): The Pension Plan and Trust
Agreement between NSI and The Trust Company of Georgia dated November 11, 1942,
the Revised Plan and Trust Agreement of November 15, 1961, the National Linen
Pension Plan for Salaried Employees and Route Salesmen Not Covered Under Any
Other Retirement Plan dated November 15, 1964, GA 1008, National Linen Pension
Plan for Branch Managers, etc., GA 1014, or any one of them as the context may
require.

         (ii)     Primary Social Security Benefit: The monthly amount available
to the Participant at age sixty-five (65) under the provisions of Title II of
the Social Security Act (or its equivalent in the event of amendment,
modification or replacement) in effect at the earliest to occur of (i)
Retirement, but not later than Normal Retirement Date, or (ii) termination of
employment, without regard to any increases in the wage base or benefit levels
that take effect after the date of Disability Retirement, Early Retirement, or
termination of employment; provided that

                  (1)      For the purposes of Section 1.1, if the exact Primary
         Social Security Benefit is not known upon termination of employment, it
         shall be estimated in accordance with uniform rules adopted by the
         Committee;

                  (2)      For the purposes of Section 1.1(a)(2) and 1.1(a)(3),
         if an Executive terminates employment prior to age sixty-five (65), his
         Primary Social Security Benefit shall be calculated by assuming that he
         had no Compensation or other earnings after his date of termination of
         employment; and

                  (3)      The fact than an Executive does not actually receive
         such amount because of failure to apply or continuance of work, or for
         any other reason, shall be disregarded.

         (jj)     Prior Plan: The Supplemental Retirement Plan for Executives of
National Service Industries, Inc. as in effect immediately prior to the
Effective Date, in which certain participants in this Plan previously
participated. A Participant's Compensation, Bonus, Credited Service, Eligible
Service and other service arising out of the Participant's employment with NSI
and its subsidiaries prior to the Effective Date shall be counted for purposes
of this Plan in accordance with the provisions of the Plan.

         (kk)     Retirement: Termination of employment for reason other than
death after a Participant has fulfilled all requirements for a Normal Retirement
Pension, or a Late Retirement Pension, or an Early Retirement Pension, or a
Disability Retirement Pension. Retirement shall be considered as commencing on
the day immediately following a Participant's last day of employment (or
Authorized Leave of Absence, if later).


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         (ll)     Service Date: The date as of which an Executive's most recent
period of continuous employment with the Company commenced. Such date shall
coincide with the Executive's first date of hire with the Company unless he
suffered a subsequent Break in Service, in which event the Executive's Service
Date shall be the earliest date of re-employment with the Company as of which he
commenced accruing Eligible Service without any cancellation thereof because of
a subsequent Break in Service.

         (mm)     Service Hours: Subject to the Break in Service provisions of
Section 2.4, all hours for which an Executive is compensated by the Company
prior to the Executive's Normal Retirement Date shall be credited as Service
Hours.

         (nn)     Termination Date: The date of termination of an Executive's
employment with the Company for reasons other than death or Retirement.

         (oo)     Vested Terminee: A Participant whose Termination Date occurs
after the completion of at least ten (10) years of Credited Service (but
exclusive of that period he was eligible to participate and did not participate)
but prior to achieving eligibility for Retirement.

         (pp)     401(k) Plan: The Acuity Brands, Inc. 401(k) Plan for Corporate
Employees, as it may be amended from time to time. The 401(k) Plan was
previously maintained by NSI and was adopted and assumed by the Company on the
Effective Date.

1.2      Construction: The masculine gender, where appearing in the Plan, shall
be deemed to include the feminine gender, and the singular may include the
plural, unless the context clearly indicates to the contrary. The words
"hereof," "herein," "hereunder" and other similar compounds of the word "here"
shall mean and refer to the entire Plan, not to any particular provision or
Section.


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                                   ARTICLE II

                        PARTICIPATION, CREDITED SERVICE,
                      ELIGIBLE SERVICE AND BREAK IN SERVICE

2.1      Eligibility for Participation:

         (a)      In General - An Executive who is a Participant in the Prior
Plan and Pension Plan C as of the Effective Date shall participate in this Plan
on the Effective Date, subject to the conditions and limitations provided for
herein. Any other Executive shall be eligible to participate on the Anniversary
Date following the fulfillment of the following:

                  (i)      The Executive has attained at least the age of
         twenty-four (24) years and six (6) months, provided his employment did
         not commence on or after his sixtieth (60th) birthday;

                  (ii)     The Executive is a participant in Pension Plan C, but
         is not covered under any other tax-qualified non-governmental
         retirement plan (other than the 401(k) Plan) to which the Company
         contributes, whether the plan is a Company plan or otherwise;

                  (iii)    The Executive has completed six (6) months of
         employment.

After a Break in Service, a former Participant who is rehired may again become a
Participant upon again fulfilling the above requirements.

         (b)      Special Eligibility - Any Executive (or group of Executives)
         designated on an Appendix attached hereto shall be eligible to
         participate in the Plan on the date specified in the Appendix and in
         accordance with the conditions and limitations provided in such
         Appendix.

2.2      Eligible Service: Subject to the Break in Service provisions of Section
2.4, the period of employment of an Executive from the date he first became
eligible to participate under the provisions of the Predecessor Pension Plans or
Pension Plan C to the date of Retirement, or death, or Termination Date, or the
Participant's 65th birthday, whichever is the first to occur, excluding from
such period any periods during which the Executive could not make a Participant
Contribution to a Pension Plan of the Company due to having no earnings from the
Company as the result of a period of Authorized Leave of Absence (to the extent
such Participant contributions would have been required to participate).
Eligible Service shall be expressed in terms of years and a fraction, with a
fractional year expressed as a decimal equivalent, to two decimal places.

2.3      Credited Service: Subject to the Break in Service provisions of Section
2.4, and the provisions of Section 2.10, the period of employment during which
an Executive is a Participant in a Predecessor Pension Plan and Pension Plan C,
determined as of any given date as the sum of (a), if any, and (b) as follows:


                                      II-1
<PAGE>

         (a)      Credited Service Prior to February 15, 1976: The period of
employment during which the Executive is a Participant in a Predecessor Pension
Plan through February 14, 1976. Such Credited Service shall be expressed in
terms of years and a fraction, with a fractional year expressed as a decimal
equivalent, to two decimal places. Any cancellation of service under the
provisions of the Predecessor Pension Plans prior to February 15, 1976 is not
restored by the provisions hereof.

         (b)      Credited Service From and After February 15, 1976: A
Participant shall accrue one (1) year of Credited Service for each Plan Year
from and after February 15, 1976 during which he is an active Participant in
Pension Plan C and in which he has 1,000 or more Service Hours, except that no
Credited Service shall be credited after the Participant's Normal Retirement
Date. No Credited Service shall be granted for any Plan Year in which less than
1,000 Service Hours are completed except for the Plan Year of the Participant's
Retirement or Termination Date or death and except for the short Plan Year
February 15, 1993 through December 31, 1993, which shall require only 875
Service Hours to receive a year of Credited Service. The final Plan Year shall
be credited as the decimal equivalent, expressed to two decimal places, of a
fraction having a numerator equal to the Participant's Service Hours accrued
during such final year, if less than 1,000 in such year, and a denominator with
respect to such year equal to 1,000 Service Hours.

No Credited Service shall accrue for any period of employment for which an
Executive did not make required Participant Contributions under Pension Plan C,
but only to the extent such Participant Contributions were required to be made
for such period.

2.4      Break in Service: After the Effective Date, a Plan Year during which a
Participant completes less than 500 Service Hours as the result of the
occurrence of a Termination Date or Retirement shall constitute a Break in
Service. Upon incurring a Break in Service, an Executive's rights and benefits
under the Plan shall be determined in accordance with his Credited Service and
Eligible Service, and other applicable Plan provisions at the time of the Break
in Service.

No Pension payments shall be made during a period of employment with the
Company; and if a re-employed Participant had received any Pension payments
under the Plan, the Pension payable starting on the first day of the calendar
month coinciding with or next following the date of his subsequent Retirement
shall be reduced by the Actuarial Equivalent of any Pension payments he received
prior to his Normal Retirement Date.

An Authorized Leave of Absence due to service in the Armed Forces of the United
States shall not constitute a Break in Service, provided that the absence is
caused by war or other emergency, or provided that the Executive is required to
serve under the laws of conscription in time of peace, and further provided that
the Executive returns to employment with the Company within the period provided
by law. An Authorized Leave of Absence for other reasons shall not constitute a
Break in Service if the Executive returns to active employment with the Company
upon expiration of the period of such Authorized Leave of Absence.


                                      II-2
<PAGE>

2.5      Method of Becoming a Participant: Each Executive who has heretofore
been a Participant in Pension Plan C shall continue to be a Participant in this
Plan without making written application. All other Executives shall become
Participants in this Plan at the time they become Participants in Pension Plan
C, except as may otherwise be provided in the Appendix applicable to such
Participant.

2.6      Participants Bound: Each Executive becoming a Participant hereunder
shall be conclusively presumed for all purposes to have consented to this Plan
and any amendments, modifications or revisions hereto, and to all the terms and
conditions thereof, and shall be bound thereby with the same force and effect as
if he had entered into a contract to such effect and any amendments,
modifications or revisions hereto.

2.7      Military Service: A leave of absence due to service in the Armed Forces
to the United States shall not constitute a Break in Service, and shall not be
considered as Credited Service or Eligible Service under the Plan, provided that
the absence is caused by war or other emergency, or provided that the Executive
is required to serve under the laws of conscription in time of peace, and
further provided that the Executive returns to employment with the Company
within the period provided by law.

2.8      Executive Not Actively At Work on Date of Eligibility: An Executive who
is not actively at work on his date of eligibility for any reason other than a
Break in Service, shall become eligible to participate on his return to active
employment, provided he becomes a Participant as otherwise provided herein.

2.9      An Executive Ceases Active Participation: Except as provided in Section
2.10, if an Executive ceases to be an active Participant in Pension Plan C, he
shall be treated as if his employment terminated at such time and any benefit to
which he would be entitled will be computed as if there had been a termination
of employment; however, any distribution of such benefit shall not commence
until such time as he would otherwise become entitled (had he continued as a
Participant) to a benefit because of a Retirement date, actual termination of
employment or death; provided, if such Executive withdraws within ninety (90)
days after first becoming a Participant in Pension Plan C, then such Executive
shall cease to be a Participant in Pension Plan C and in this Plan as of the
first day of the immediately succeeding pay period and unless the Executive
shall otherwise again become a Participant under this Plan, he shall have no
further rights or benefits as a Participant in this Plan.

2.10     Transfers: The following rules shall apply when an Executive transfers
to or from an Executive position in the Company:

         (a)      When Employee Becomes Executive: An Employee of the Company
who becomes an Executive of the Company, may become a Participant under this
Plan on the Anniversary Date as of which he has met the eligibility requirements
for participation; however, the Executive's Service Date for the purpose of this
Plan shall be the date of his employment with the Company, not the date he
becomes an Executive.


                                      II-3
<PAGE>

         (b)      Accrued Pension Under Transfer To A Non-Eligible Status: If a
Participant is transferred to a non-eligible status of employment within the
Company, his Accrued Pension under this Plan will be determined as though his
transfer were a termination of employment, however if the transfer occurs prior
to the completion of ten (10) years of Credited Service, such Participant shall
continue to accrue Service for vesting purposes only until his employment with
the Company shall terminate. The date of such termination of employment will be
deemed to be the date of his transfer.


                                      II-4
<PAGE>

                                  ARTICLE III

                  RETIREMENT AND TERMINATION DATES AND PENSIONS

3.1      Normal Retirement and Pension: A Participant may retire on his 65th
birthday, which is his Normal Retirement Date, and he shall be fully vested, and
his Pension shall commence as of the first day of the calendar month coinciding
with or next following his 65th birthday. The Participant's Pension shall be his
Accrued Pension and shall be payable in the normal form described in Section
3.7., unless the Participant elects an optional form of benefit in accordance
with Section 3.8.

3.2      Late Retirement and Pension: When permitted by Company policy, a
Participant may continue his employment beyond his Normal Retirement Date and in
such event his Late Retirement Accrued Pension shall commence as of the first
day of the calendar month coinciding with or next following the date of his
actual Retirement, which shall be his Late Retirement Date. The Participant's
Late Retirement Accrued Pension shall be payable in the normal form described in
Section 3.7, unless the Participant elects an optional form of benefit in
accordance with Section 3.8.

3.3      Early Retirement and Pension: A Participant may retire after his 55th
birthday and the date of completion of at least 10 years of service from his
Service Date to his Early Retirement Date and be entitled to an Early Retirement
Accrued Pension. If he retires, the Participant's Pension shall be equal to his
Accrued Pension, payable in the normal form described in Section 3.7 and payment
shall commence as of the first day of the calendar month coinciding with or next
following the Participant's 65th birthday. A Participant may elect to commence
his Early Retirement Pension as of the first day of the calendar month
coinciding with or next following his Retirement, or as of the first day of any
subsequent calendar month which precedes his Normal Retirement Date. In such
event, the Participant's Pension, payable in the normal form, shall be reduced
five-twelfths of one percent (5/12ths of 1%) for each full month or portion
thereof by which the commencement of the Early Retirement Pension precedes the
Participant's Normal Retirement Date. In lieu of the normal form of benefit
payment, a Participant may elect to receive his Accrued Pension in one of the
optional forms of benefit payment set forth in Section 3.8, which shall be the
Actuarial Equivalent of the normal form.

3.4      Disability Retirement and Pension: A Participant shall be eligible for
a Disability Retirement Pension if he retires by reason of Disability and his
Disability Retirement Date shall be the day next following the day on which the
Participant is deemed to have a Disability as defined in Section 1.1(r). A
Disability Retirement Pension shall commence as of the first day of the calendar
month coinciding with or next following his Retirement, shall be payable in the
normal form described in Section 3.7 (unless the Participant elects an optional
form of benefit in accordance with Section 3.8) and shall be equal to the
Participant's Accrued Pension.


                                     III-1
<PAGE>

3.5      Vested Terminee and Pension: A Vested Terminee as defined in Section
1.1(oo) shall be entitled to the benefits pursuant to (a) or (b), as applicable:

         (a)      A Pension equal to his Accrued Pension, payable in the normal
form described in Section 3.7, or at the election of the Participant, in an
optional form described in Section 3.8. Payment of such Pension shall commence
on the first day of the calendar month coinciding with or next following the
Vested Terminee's 65th birthday.

         (b)      A Participant with at least twenty (20) years of Credited
Service may request the Committee to commence the payment of his Accrued Pension
as of the first day of any calendar month that is after his 55th birthday but
prior to his 65th birthday. Such Pension shall be payable in the normal form
described in Section 3.7 and shall commence as of the beginning of the month so
requested but the amount thereof shall be reduced by 5/12ths of 1% for each full
month by which the actual Pension commencement date precedes the Participant's
Normal Retirement Date. In lieu of the normal form, the Participant may elect
one of the optional forms of payment described in Section 3.8. Any such optional
form of benefit shall be the Actuarial Equivalent of the reduced normal form
described above.

3.6      Termination Prior to Completion of 10 Years of Credited Service:
Subject to Article XIII, a Participant whose Termination Date occurs prior to
the completion of 10 years of Credited Service shall be entitled to no benefits
under this Plan.

3.7      Normal Form of Payment of Pension: The normal form of pension payment
shall be a single-life annuity with 120 payments certain. If a Participant
receiving Pension payments dies before 120 monthly Pension payments have been
made, Pension payments shall be continued to the Participant's beneficiary until
the sum of monthly payments to both the Participant and his beneficiary is 120.
The normal form of benefit provided herein shall be applicable to any Accrued
Benefit paid with respect to the Annual Bonus based benefit, effective as of
July 1, 1990.

3.8      Optional Forms of Benefit Payment Optional Forms of Benefit Payment
Optional Forms of Benefit Payment: A Participant entitled to a Pension in the
normal form may elect to receive a Pension payable under one of the options
described below.

An option shall be exercised in writing on a form approved by the Committee
before the Participant's Pension payments commence and the aggregate of the
pension payments expected to be made shall be the Actuarial Equivalent of the
normal form of Pension to which the Participant is entitled. The optional forms
are:

         (a)      Period-Certain and Life Option: A Participant may elect to
receive an adjusted Pension payable until death; and if the Participant's death
occurs within a period of 60 or 180 months (as elected by the Participant) after
his Pension commencement date, payment of the Pension will be continued in the
same amount to the person or persons designated by the Participant for the
balance of the 60 or 180 month period.


                                     III-2
<PAGE>

         (b)      Contingent Annuitant Option: A Participant may elect to
receive an adjusted Pension payable during the joint lives of the Participant
and a person designated by the Participant as his contingent annuitant; so that,
following the death of the Participant, payment of the Pension in the same
amount or in an amount equal to 75% or 50% of the Participant's Pension (as
elected by the Participant) shall continue to the contingent annuitant, if
surviving, with the last payment to be made as of the first day of the month in
which the death of the contingent annuitant occurs.

Notwithstanding any provision herein to the contrary, if the contingent
annuitant (or beneficiary) is other than the Participant's spouse and if the
value of the Participant's benefit under the above options will be less than 51%
of the value of his life income with 120 months certain Pension, the optional
benefit shall be adjusted so that the value of the Participant's benefit under
the option will be equal to 51% of the value of the Participant's life income
with 120 months certain Pension.

A Participant electing a Contingent Annuitant Option must designate a joint
pensioner at the time of such election but may change such designation at any
time prior to the date on which his Pension is to commence. If a joint pensioner
dies before the date on which the Participant's Pension is to commence, the
election shall be of no effect, and the Participant shall be treated as though
he had not elected such option; but if the joint pensioner dies on or after the
date on which the Participant's Pension is to commence, the election shall
continue in force, and the amount of the Participant's Pension shall not be
increased thereby.

         (c)      Single Option: A Participant may elect to receive an adjusted
Pension payable for his lifetime only, with no survivorship Pension payable
following his death.

         (d)      Social Security Level Income Option: A Participant whose
Pension payments commence prior to the earliest date on which Social Security
payments may be commenced may elect to receive a higher monthly Pension from the
Plan before his Social Security payments are to commence and a lower payment for
life thereafter so that his total monthly retirement income, before and after
the commencement of his Social Security payments, is approximately the same. For
the purpose of this option, such Social Security payment will be determined, as
nearly as may be estimated under the provisions of the Federal Social Security
Act as in force on the Participant's Retirement, assuming that the Participant
(1) is no longer in employment and (2) makes proper application for such benefit
on the earliest possible date. This option is available only to a Participant
who retires early and elects to have his Pension commence prior to his Normal
Retirement Date under the provisions of Section 3.3.

The "Option Effective Date" hereunder shall be (a) the Participant's 65th
birthday in the case of Normal Retirement, but only if the Participant's spouse
is the beneficial or contingent annuitant, or (b) the date the Participant's
Pension commences, in any other case. Evidence of a Participant's good health
shall be required by the Committee before election of an optional form of
benefit will be permitted, unless the option is elected at least one year prior


                                     III-3
<PAGE>

to the Option Effective Date. Under no circumstances may an option be elected,
changed or revoked after the Option Effective Date.

An election made pursuant to this Section 3.8 shall become inoperative if the
Participant's employment terminated before he is eligible for either a Normal or
Early Retirement Pension, or if the Participant or his beneficiary or contingent
annuitant dies before the Option Effective Date. If an option under this Section
becomes effective, it will be in place of any benefit otherwise payable under
this Plan, and the form made available by the Committee for election of the
option shall so specify.


                                     III-4
<PAGE>

                                   ARTICLE IV

                          PRE-RETIREMENT DEATH BENEFITS

The Pre-Retirement Death Benefits payable following the death of a Participant
shall be determined as follows:

         (a)      Death Prior to Eligibility for Early or Normal Retirement: No
death benefit is provided under this Plan for Participants who die prior to
completing the eligibility requirements for Early or Normal Retirement.

         (b)      Death After Attaining Eligibility for Early or Normal
Retirement: If a Participant dies while employed by the Company or an Adopting
Employer after completing the eligibility requirements for Early Retirement or
Normal Retirement, the Participant's designated beneficiary shall be paid the
amount which would have been payable to the Participant under this Plan had the
Participant retired immediately prior to the moment of his death, with such
payments commencing on the first day of the month following the date of death of
the Participant. The Participant's beneficiary shall receive the 120 monthly
payments under the normal form of pension payment (as described in Section 3.7)
and the payments shall cease after such 120 monthly payments have been made. In
computing the amount payable under this Plan, the Actuarial Equivalent of any
Group Term Life Insurance benefits (Policy No. 8800-1(52) or its replacement)
payable as a result of the Participant's death while covered under Pension Plan
C shall be deemed to have been paid as a death benefit from Pension Plan C. If
the Participant terminates employment after satisfying the requirements for
Early Retirement but delays commencement of his Pension, he shall be covered by
the death benefit provisions of this subsection (b) until his Pension payments
commence.


                                      IV-1
<PAGE>

                                   ARTICLE V

                                 PLAN FINANCING

5.1      Payment of Costs and Expenses: All costs of providing the benefits
under the Plan and the expenses thereof, including the cost of the Committee and
the Administrator and any Actuary, shall be paid from the general assets of the
Company (or with respect to Participants employed by an Adopting Employer, from
the general assets of such Adopting Employer).


                                       V-1
<PAGE>

                                   ARTICLE VI

                           FIDUCIARY RESPONSIBILITIES

6.1      Allocation of Responsibility Among Fiduciaries: The Fiduciaries shall
have only those specific powers, duties, responsibilities and obligations as are
specifically given them under this Plan. In general, the Company shall have the
responsibility for providing the benefits payable under this Plan; to perform
the responsibilities of the Plan Administrator; shall have the sole authority to
appoint and remove the members of the Committee; and to amend or terminate, in
whole or in part, this Plan. The Committee shall have the responsibility for the
duties set forth in Article VII. Each Fiduciary warrants that any directions
given, information furnished, or action taken by it shall be in accordance with
the provisions of the Plan authorizing or providing for such direction,
information or action. Furthermore, each Fiduciary may rely upon any such
direction, information or action of another Fiduciary as being proper under this
Plan, and is not required under this Plan to inquire into the propriety of any
such direction, information or action. It is intended under this Plan that each
Fiduciary shall be responsible for the proper exercise of its own powers,
duties, responsibilities and obligations under this Plan and shall not be
responsible for any act or failure to act of another Fiduciary. No Fiduciary
guarantees the payment of benefits under this Plan in any manner.

6.2      Fiduciary Duties: All Fiduciaries hereunder shall discharge their
duties with respect to the Plan solely in the interest of the Participants and
Beneficiaries and

         (a)      for the exclusive purpose of providing benefits to
Participants and their Beneficiaries and defraying reasonable expenses of
administering the Plan;

         (b)      with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the conduct of an enterprise of a like
character and with like aims; and

         (c)      in accordance with the documents and instruments governing the
Plan insofar as such documents and instruments are consistent with the
provisions of Title I of the Act.

6.3      Company Filing Responsibility: To the extent not otherwise specifically
provided in the Plan, the Company shall be responsible for filing with the
Internal Revenue Service and Department of Labor all returns, reports and other
documentation required under the Act.


                                      VI-1
<PAGE>

                          COMMITTEE AND ADMINISTRATION

7.1      Appointment and Term of Committee: The Committee shall be the
Compensation Committee of the Board of Directors of the Company or such other
Committee as the Board may choose to appoint. Any member may resign by notice in
writing filed with the Company. The Board may remove any member, with or without
cause, at any time by notice in writing to the member and the other members of
the Committee. Until vacancies have been filled by the Board, the remaining
members of the Committee shall have full authority to act.

7.2      Selection of Secretary and Duties of Secretary: The Committee may
choose from its members a Secretary. The Secretary shall keep minutes of the
Committee proceedings and all records and documents pertaining to the
Committee's administration of the Plan. The Committee may employ and suitably
compensate such attorneys, advisory, clerical and other employees as it may deem
necessary in the performance of its duties.

7.3      Majority Vote Required, Exceptions: The action of the Committee shall
be determined by the vote or other affirmative expression of a majority of its
members, except that the Committee may assign any or all administrative duties
to one or more members or to any person designated by the Committee. Except as
otherwise expressly provided in this Section, a meeting need not be called or
held to make any decision, but such decision may be made by a written document
signed by a majority of the then members. Either the Chairman or the Secretary
may execute any certificate or other written direction on behalf of the
Committee.

7.4      Payment of Expenses: It is intended that all expenses of the Committee
shall be paid by the Company.

7.5      Limitation of Liability: No member of the Committee shall be liable for
any act or omission of any other member of the Committee, nor for any act or
omission on his own part, excepting his own willful misconduct or unless such
liability is imposed by law. The Company shall indemnify and save harmless each
member of the Committee against any and all expenses and liabilities arising out
of his membership on the Committee, excepting only expenses and liabilities
arising out of his own willful misconduct or unless such indemnification is not
permitted by law.

7.6      Right to Consult: Eligible Participants and Beneficiaries may consult
with the Committee on any matters relating to the Plan.

7.7      General Duties: The Committee, on behalf of the Participants and their
Beneficiaries, shall enforce the Plan, and shall have all powers necessary to
accomplish that purpose, including, but not by way of limitation, the following:


                                     VII-1
<PAGE>

         (a)      to construe and interpret the Plan, decide all questions of
eligibility and determine the amount, manner and time of payment of any benefits
hereunder and to notify the Participant and the Company, where appropriate;

         (b)      to adopt By-Laws and rules as it deems necessary, desirable or
appropriate;

         (c)      to prescribe procedures to be followed by Participants or
beneficiaries filing applications for benefits;

         (d)      to prepare and distribute, in such manner as the Committee
determines to be appropriate, information explaining the Plan;

         (e)      to receive from the Company and from Participants such
information as shall be necessary for the Committee to perform its duties
hereunder;

         (f)      to furnish the Company, upon request, such annual reports as
are reasonable and appropriate with respect to the Committee's duties hereunder;

         (g)      to receive, review and keep on file (as it deems convenient or
proper) reports of the receipts and disbursements of the Plan;

         (h)      to appoint or employ individuals to assist in the
administration of its duties under the Plan and any other agents as it deems
advisable, including legal or actuarial counsel.

The Committee shall have no power to add to, subtract from, or modify any of the
terms of the Plan, or to change or add to any benefits provided by the Plan, or
to waive or fail to apply any requirements of eligibility for any benefits under
the Plan. The Committee shall have the exclusive discretionary authority to
construe and to interpret the Plan, to decide all questions of eligibility for
benefits and to determine the amount of such benefits, and its decisions on such
matters are final and conclusive.

7.8      Application and Forms For Pension: The Committee may require a
Participant to complete and file with the Committee an application for Pension
and all other forms approved by the Committee, and to furnish all pertinent
information requested by the Committee. The Committee may rely upon all such
information so furnished it, including the Participant's current mailing
address.

7.9      Facility of Payment: Whenever, in the Committee's opinion a person
entitled to receive any payment of a benefit or installment thereof hereunder is
under a legal disability or is incapacitated in any way so as to be unable to
manage his financial affairs, the Committee may direct the Company to make
payments to such person or to his legal representative or to a relative or
friend of such person for his benefit, or the Committee may direct the Company
to apply the payment for the benefit of such person in such manner as the
Committee considers advisable. Any payment of a benefit or installment thereof
in accordance with the provisions of this Section shall be a complete discharge
of the


                                     VII-2
<PAGE>

Committee of any liability for the selection of Such payee or the making of such
payment under the provisions of the Plan.

7.10     Rules and Decisions: When making any determination, the Committee shall
be entitled to rely upon information furnished by the Company, legal counsel for
the Company, or the Actuary.

7.11     Company to Furnish Information: To enable the Committee to perform its
functions, the Administrator shall supply full and timely information to the
Committee of all matters relating to the pay of all Participants, their
retirement, death or other cause for termination of employment, and such other
pertinent facts as the Committee may require.

7.12     Administrator to Furnish Other Information: To the extent not otherwise
provided in the Plan, the Administrator shall be responsible for providing all
notices and information required under the Act to all Participants.

7.13     Beneficiary Designations: Each Participant who may be eligible for the
payment of preretirement death benefits on his behalf pursuant to Article IV(b)
or who will receive his Accrued Pension under the normal form of payment
described in Section 3.7, shall have the right at any time to designate, and
rescind or change any designation of, a primary and contingent beneficiary or
beneficiaries to receive benefits in the event of his death. If there is no
designated beneficiary alive when a death benefit becomes payable under the
Plan, the benefit shall be paid to the estate of the Participant. If a primary
beneficiary dies before receiving all death benefits to which he is entitled,
the balance of such payments shall be paid to the contingent beneficiary, if
any. If there is no contingent beneficiary, or if the contingent beneficiary
dies before receiving all death benefit payments to which he is entitled, the
commuted value of the balance of such payments shall be paid to the estate of
the last to die of such beneficiaries. Neither the Company (in its capacity as
such) nor the Administrator shall be named as beneficiary. A designation or
change of beneficiary shall be made in writing on such form or forms as the
Committee may require.

After such notice is so filed, the designation or change will relate back and
take effect as of the date the Participant signed such written notice, whether
or not the Participant is living on the date such notice is received by the
Committee, but without prejudice to the Committee or the Company on account of
any payment made before receipt of such notice. If at the death of a
Participant, there is more than one beneficiary designated and in such
designation, the Participant has failed to specify their respective interests,
the beneficiaries shall share equally.

Anything in this Plan to the contrary notwithstanding, if an amount becomes
payable hereunder to the executors or the administrators of any person and
evidence satisfactory to the Committee is given to it that no petition for the
appointment of such executors or administrators has been or will be filed, the
Committee may, at its option, pay the amount otherwise payable, or the commuted
value thereof, to the wife or husband of such person, if living; if not living,
in equal shares to the then living children of such person; if not, to either


                                     VII-3
<PAGE>

the father or mother of such person, or to both equally if both are living; if
neither parent is living, in equal shares to the then living brothers and
sisters of such person.


                                     VII-4

<PAGE>


                                  ARTICLE VIII

                                SUCCESSOR COMPANY

8.1      Successor Company: In the event of the dissolution, merger,
consolidation or reorganization of the Company, provision may be made by which
the Plan will be continued by the successor; and, in that event, such successor
shall be substituted for the Company under the Plan. The substitution of the
successor shall constitute an assumption of Plan liabilities by the successor
and the successor shall have all of the powers, duties and responsibilities of
the Company under the Plan.


                                     VIII-1
<PAGE>

                                   ARTICLE IX

                                PLAN TERMINATION

9.1      Right to Terminate: The Company may terminate the Plan at any time by
resolution of the Board. In the event of the termination or partial termination
of the Plan, the rights of all affected Participants to benefits accrued to the
date of such termination or partial termination shall be fully vested and
nonforfeitable. Notwithstanding anything contained herein to the contrary, for a
period of two (2) years following a Change in Control, this Plan shall not be
terminated.


                                      IX-1
<PAGE>

                                   ARTICLE X

                                      TRUST

The benefits provided by this Plan shall be unfunded. All amounts payable under
this Plan to a Participant shall be paid from the general assets of the employer
which principally employs the Participant (the "Obligated Employer"), and
nothing contained in this Plan shall require the Obligated Employer to set aside
or hold in trust any amounts or assets for the purpose of paying benefits to
Participants. This Plan shall create only a contractual obligation on the part
of the Obligated Employer and Participants shall have the status of general
unsecured creditors of the Obligated Employer under the Plan with respect to
amounts of Compensation they defer hereunder or any other obligation of the
Obligated Employer to pay benefits pursuant hereto. Any funds of the Obligated
Employer available to pay benefits pursuant to the Plan shall be subject to the
claims of general creditors of the Obligated Employer, and may be used for any
purpose by the Obligated Employer.

Notwithstanding the preceding paragraph, the Obligated Employer may at any time
transfer assets to a trust for purposes of paying all or any part of its
obligations under this Plan. However, to the extent provided in the trust only,
such transferred amounts shall remain subject to the claims of general creditors
of the Obligated Employer. To the extent that assets are held in a trust when a
Participant's benefits under the Plan become payable, the Plan Administrator
shall direct the trustee to pay such benefits to the Participant from the assets
of the trust.


                                       X-1
<PAGE>

                                   ARTICLE XI

                        AMENDMENTS AND ACTION BY COMPANY

11.1     Amendments: The Company reserves the right to make from time to time
any amendment or amendments to this Plan. Notwithstanding anything contained in
this Plan to the contrary, no amendment shall have the effect of reducing the
Accrued Pension of any Participant and for a period of two (2) years following a
Change in Control, this Plan shall not be amended in any way to directly or
indirectly reduce the benefit levels provided under this Plan or the benefit of
any Participant or his designated beneficiary.

11.2     Notices of Amendment, Modification or Revision: Any amendment to the
provisions of this Plan shall be evidenced by the substitution of the page (or
adding new pages for additional provisions with a new date) of this Plan setting
forth the amendment.


                                      XI-1
<PAGE>

                                  ARTICLE XII

                                  MISCELLANEOUS

12.1     Nonguarantee of Employment: Nothing contained in this Plan shall be
construed as a contract of employment between the Company and any Participant,
or as a right of any Participant to be continued in the employment of the
Company, or as a limitation of the right of the Company or an Adopting Employer
to discharge any of its Employees, with or without cause.

12.2     Rights Under Plan: No Participant shall have any right to or interest
in, the Plan upon termination of his employment or otherwise, except as provided
from time to time under this Plan, and then only to the extent of the benefits
payable under the Plan to such Participant.

12.3     Nonalienation of Benefits: Benefits payable under this Plan shall not
be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, charge, garnishment, execution or levy of any
kind, either voluntary or involuntary, including any such liability which is for
alimony or other payments for the support of a spouse or former spouse, or for
any other relative of the Participant, prior to actually being received by the
person entitled to the benefit under the terms of the Plan; and any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or
otherwise dispose of any right to benefits payable hereunder, shall be void. The
Plan shall not in any manner be liable for, or subject to, the debts, contracts,
liabilities, engagements or torts of any person entitled to benefits hereunder.

12.4     Entering Military Service: If a Participant enters the service of the
Armed Forces to the United States, then during the period of such service he
shall be entitled only to the vested benefits he might otherwise be entitled to
upon death or disability.

12.5     Headings for Convenience Only: The headings and subheadings in this
Plan are inserted for convenience of reference only and are not to be considered
in construction of the provisions hereof.

12.6     Multiple Copies: This Plan may be executed in any number of
counterparts, each of which shall be deemed an original, and the counterparts
shall constitute one and the same instrument, which shall be sufficiently
evidenced by any one thereof.

12.7     Governing Law: This Plan shall be construed and enforced in accordance
with the provisions of the Act. In the event the Act is not applicable or does
not preempt state law, the laws of the State of Georgia shall govern.

12.8     Guarantee of Performance: In consideration of each Participant's
performance of valuable services that inure to the financial benefit of the
Company, the Company does hereby agree to perform all of the obligations and
responsibilities and pay any benefits due and owing to a Participant under the
Plan if the Obligated Employer (as defined in Article X)


                                     XII-1
<PAGE>

designated to perform such obligations and responsibilities or pay such benefits
fails or is unable to do so.


                                     XII-2
<PAGE>

                                  ARTICLE XIII

                                CHANGE IN CONTROL

13.1     Cause: For purposes of this Plan, a termination for `Cause' is a
termination evidenced by a resolution adopted in good faith by two-thirds of the
Board that the Participant (i) intentionally and continually failed to
substantially perform his duties with the Company (other than a failure
resulting from the Participant's incapacity due to physical or mental illness)
which failure continued for a period of at least thirty (30) days after a
written notice of demand for substantial performance has been delivered to the
Participant specifying the manner in which the Participant has failed to
substantially perform, or (ii) intentionally engaged in conduct which is
demonstrably and materially injurious to the Company, monetarily or otherwise;
provided, however, that no termination of the Participant's employment shall be
for Cause as set forth in clause (ii) above until (x) there shall have been
delivered to the Participant a copy of a written notice setting forth that the
Participant was guilty of the conduct set forth in clause (ii) and specifying
the particulars thereof in detail, and (y) the Participant shall have been
provided an opportunity to be heard by the Board (with the assistance of the
Participant's counsel if the Participant so desires). No act, or failure to act,
on the Participant's part, shall be considered "intentional" unless he has acted
or failed to act, with an absence of good faith and without a reasonable belief
that his action or failure to act was in the best interest of the Company.
Notwithstanding anything contained in this Plan to the contrary, in the case of
any Participant who is a party to a Severance Protection Agreement, no failure
to perform by the Participant after a Notice of Termination (as defined in the
Participant's Severance Protection Agreement) is given by the Participant shall
constitute Cause for purposes of this Plan.

13.2     Change in Control: For purposes of this Plan, a Change in Control shall
mean any of the following events:

         (a)      The acquisition (other than from the Company 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 Company's then
outstanding voting securities; or

         (b)      The individuals who, as of December 1, 2001, are members of
the Board (the "Incumbent Board"), cease for any reason to constitute at least
two-thirds of the Board; provided, however, that if the election, or nomination
for election by the Company'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

         (c)      A merger or consolidation involving the Company if the
stockholders of the Company, 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


                                     XIII-1
<PAGE>

combined 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 Company outstanding
immediately before such merger or consolidation; or

         (d)      A complete liquidation or dissolution of the Company or an
agreement for the sale or other disposition of all or substantially all of the
assets of the Company.

         Notwithstanding the foregoing, a Change in Control shall not be deemed
to occur pursuant to Section (a), solely because twenty percent (20%) or more of
the combined voting power of the Company'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 Company 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 Company in the same proportion
as their ownership of stock in the Company immediately prior to such
acquisition.

13.3     Termination of Employment: If a Participant's employment is terminated
by the Company (other than for Cause) or by the Participant for any reason
within two (2) years following a Change in Control, the Company shall, within
five (5) days, pay to the Participant a lump sum cash payment equal to the lump
sum Actuarial Equivalent of his Accrued Pension as of the date of his
termination of employment whether or not the Participant is otherwise vested in
his Accrued Pension; provided, however, that for this purpose, the term
Actuarial Equivalent shall have the same meaning as such term is used in Pension
Plan C.

13.4     Amendment or Termination: Any amendment or termination of this Plan
which a Participant reasonably demonstrates (i) was at the request of a third
party who has indicated an intention or taken steps reasonably calculated to
effect a Change in Control or (ii) otherwise arose in connection with or in
anticipation of a Change in Control, and which was not consented to in writing
by the Participant shall be null and void, and shall have no effect whatsoever,
with respect to the Participant.

         IN WITNESS WHEREOF, the Plan has been executed by the Company to be
effective on the Effective Date.

                                       ACUITY BRANDS, INC.



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


                                     XIII-2
<PAGE>

                                   SCHEDULE 1
                               ADOPTING EMPLOYERS

Acuity Lighting Group, Inc.
Acuity Specialty Products Group, Inc.


<PAGE>

                                   APPENDIX A


A.1.     Eligible Individual(s): John A. Bostater and Howard Kaplan.

A.2.     Effective Date of Participation in Prior Plan: For John A. Bostater,
July 1, 1983 and for Howard Kaplan, February 15, 1993

A.3.     Special Provisions: The following special provisions shall apply to the
Eligible Individuals' participation in the Plan:

         (a)      The Eligible Individuals' Average Monthly Compensation,
Compensation, Credited Service, Eligible Service, Service Date and Service Hours
shall be determined as if they were Executives and had become eligible to
participate in the Plan in the same manner as if they were Executives.

         (b)      The Committee shall have the discretionary authority to
determine the benefits payable to the Eligible Individuals under the Plan and
its determinations on such matters shall be final and binding on all parties.


                                    Appendix
<PAGE>

                                   APPENDIX B

B.1.     Eligible Individual(s): James Balloun

B.2.     Effective Date of Participation in Prior Plan: Pursuant to Section
2.1(b), Mr. Balloun's date of participation in the Prior Plan shall be February
1, 1996.

B.3.     Special Provisions: The following special provisions shall apply to
James Balloun's participation in the Plan:

         (a) Except for purposes of determining whether Mr. Balloun is a Vested
Terminee and entitled to a Vested Pension under the Plan, Mr. Balloun will be
credited with 2 years of Credited Service under Sections 1.1(q) and 2.3 for each
year of Credited Service he would otherwise receive under the Plan.

         (b) Mr. Balloun will qualify as a Vested Terminee if he completes 5
years of employment from his Service Date to his Termination Date.

Except as otherwise specifically provided in this Appendix B, Mr. Balloun's
benefits under the Plan shall be determined in the same manner as for other
Participants.


                                    Appendix
<PAGE>

                                   APPENDIX C

C.1.     Eligible Individual(s): J. Robert Hipps

C.2.     Effective Date Under Prior Plan: May 31, 1996

C.3.     Special Provisions: The following special provisions shall apply to the
Eligible Individual's participation in the Prior Plan and this Plan.

         (a) As of the Effective Date of this Appendix C, the Eligible
Individual shall have his benefits determined as if he had ten (10) years of
Credited Service for benefit accrual and vesting purposes under the Prior Plan.

         (b) As of the Effective Date of this Appendix C, the Eligible
Individual shall be treated as if he had fifteen (15) years of service for
purposes of qualifying for an Early Retirement Accrued Pension under Section 3.3
of the Prior Plan, but only for purposes of qualifying for such benefit.


                                    Appendix
<PAGE>

                                   APPENDIX D

D.1.     Eligible Individual(s): Don W. Hubble

D.2.     Effective Date Under Prior Plan: October 18, 1996

D.3.     Special Provisions: The following special provision shall apply to the
Eligible Individual's participation in the Prior Plan and this Plan.

         (a) As of the Effective Date of this Appendix D, the Eligible
Individual shall have his benefits determined as if he had twenty (20) years of
Credited Service for benefit accrual and vesting purposes under the Prior Plan.


                                    Appendix
<PAGE>

                                   APPENDIX E

                                    [Deleted]


                                    Appendix
<PAGE>

                                   APPENDIX F

F.1.     Eligible Individual(s): George H. Gilmore

F.2.     Effective Date: Pursuant to Section 2.1(b), the Eligible Individual's
date of participation in the Prior Plan shall be June 1, 1999.

F.3.     Special Provisions: The following special provisions shall apply to the
Eligible Individual's participation in the Plan.

         (a) The Eligible Individual will qualify as a Vested Terminee if he
completes 5 years of employment from June 1, 1999 to his Termination Date.

         (b) The Eligible Individual will receive a year of Credited Service
under Section 2.3 of the Plan for each 12-month period he is employed by the
Company or an Adopting Employer for the period from June 1, 1999 to his
Termination Date. If the Eligible Individual's final year of Credited Service is
not a full year, he shall receive partial credit for such year based upon the
number of complete months worked during such partial year.

Except as otherwise specifically provided in this Appendix F, the Eligible
Individual's benefits under the Plan shall be determined under the standard
provisions of the Plan.


                                    Appendix
<PAGE>

                                   APPENDIX G

G.1      Eligible Individual Joseph G. Parham, Jr.

G.2      Effective Date Pursuant to the Eligible Individual's employment
agreement letter, dated May 3, 2000 ("Employment Letter") and Section 2.1(b) of
the Plan, for purposes of the Prior Plan the Eligible Individual's date of
participation shall be May 15, 2000.

G.3      Special Provisions The following special provision shall apply to the
Eligible Individual's participation in the Plan.

         (a) The Eligible Individual will qualify as a Vested Terminee if he
completes 5 years of employment from May 15, 2000 to his Termination Date.

         (b) The Eligible Individual will be eligible for Early Retirement under
Sections 1.1(a)(2) and 3.3 upon attainment of age 60 while actively employed by
the Company (at which time he will have more than 9 years of service), provided
that his Early Retirement Accrued Pension shall be calculated based upon his
Credited Service and Eligible Service at his date of Early Retirement.

         (C) In the event prior to the Eligible Individual's completion of 5
years of employment, James S. Balloun retires or terminates employment as
Chairman, President and Chief Executive Officer of Acuity Brands, Inc.
(previously related to NSI), and thereafter the Eligible Individual's employment
is terminated for any reason other than voluntary termination, termination upon
death or Disability (as defined in the Employment Letter) or termination by
Acuity Brands, Inc. for Cause (as defined in the Employment Letter), the
Eligible Individual will be eligible to receive Early Retirement Benefits
commencing at the time of termination, calculated by treating the Eligible
Individual as if he were age 55 at the date of termination and had completed 5
years of Credited Service as of such date. Except as expressly provided herein,
the Eligible Individual's Early Retirement Pension shall be calculated and
payable in accordance with the usual provisions of the Plan.

Except as otherwise specifically provided in this Appendix G, the Eligible
Individual's benefits under the Plan shall be determined in the same manner as
for other participants.


<PAGE>

                                   APPENDIX H

H.1      Eligible Individual James H. Heagle

H.2      Effective Date Pursuant to the Eligible Individual's employment
agreement letter, dated March 28, 2000 and Section 2.1(b) of the Plan, for
purposes of the Plan the Eligible Individual's date of participation shall be
May 1, 2000.