EXHIBIT 10.25

                                  ACUITY BRANDS
                                   LETTERHEAD

Date:

[NAME*]
[ADDRESS]

Dear [Name]:

         The Board of Directors (the "Board") of Acuity Brands, Inc. (the
"Company") believes that the threat or occurrence of a Change in Control of the
Company may cause you undue concern for your financial security and distract
your attention from the operations of our businesses, which would be detrimental
to the Company and its shareholders.

         In recognition of these concerns, the Board has determined that in
order to provide you with some measure of security in the event of a Change in
Control (as defined in the Appendix to this letter) of the Company, it has
authorized the Company to agree as follows:

         The term of this letter agreement shall commence as of the date hereof
and shall continue in effect for a period of 48 months; provided, however, that
commencing on the first anniversary date and each anniversary date thereafter
the term shall be automatically extended for an additional 12 months unless the
Company shall have given written notice to you at least 90 days prior thereto
that the term of this letter agreement shall not be so extended; provided,
further, however, that upon a Change in Control this letter agreement shall in
no event be terminated prior to the complete and full satisfaction by the
Company (or any successor thereto) of its obligations as set forth herein.

         For any fiscal year during which you are in the employ of the Company,
on the date of the occurrence of a Change in Control you shall be guaranteed an
annual bonus (the "Bonus") for that fiscal year (the "Change in Control Year")
in an amount no less than the annual bonus that was paid or payable to you for
the most recently ended fiscal year prior to a Change in Control, provided that
you are in the employ of the Company (or its successor) on the last day of the
Change in Control Year.


         The Bonus will be paid to you in cash within five (5) business days
following the last day of the Change in Control Year whether or not you are in
the employ of the Company on the date of payment.

                                                     Sincerely,



                                                     James S. Balloun
                                                     Chairman, President and
                                                     Chief Executive Officer


                                    APPENDIX

                                CHANGE IN CONTROL

         For purposes of this letter, 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 Agreement, 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 combined voting power of the then
outstanding voting securities of the corporation resulting from such merger or
consolidation in substantially the same proportion as their ownership of the
combined voting power of the voting securities of the 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 (a) above, 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
(hereinafter referred to as "Related Persons").