exhibit10.2




Exhibit 10.2
Prudential                                      Prudential Capital Group
Two Prudential Plaza, Suite 5600, Chicago IL 60601
Tel 312 540-0931 Fax 312 540-4222














As of December 31, 2012








Franklin Electric Co., Inc.
400 East Spring Street
Bluffton, Indiana 46714
Attention: Secretary


Re:       Amendment  No. 5  to Second Amended and Restated Note Purchase and Private Shelf Agreement


Ladies and Gentlemen:


Reference is made to that certain  Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of September  9, 2004 by and among Franklin Electric Co., Inc., an Indiana corporation (the "Company"), Prudential Investment Management, Inc. ("PIM"), The  Prudential Insurance Company of America ("PICA", and together with PIM, "Prudential"), as amended by that certain letter agreement dated as of April 9, 2007  by and among the Company,  PIM and PICA, that certain  Amendment  No. 2 dated  as  of  February  26, 2008  among  the  Company,  PIM,  PICA  and certain Prudential Affiliates,  that certain Amendment  No. 3  dated as of July 22, 2010 by and among the Company, PIM, PICA and certain Prudential Affiliates,  and that certain Amendment  No. 4 dated as of December  14, 2011  by and among the Company, PIM, PICA and certain Prudential  Affiliates, (as amended,  the  "Note  Agreement").  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.




Pursuant to the request of the Company and in accordance with the provisions of paragraph 11C of the Note Agreement, the parties hereto agree as follows: 


SECTION 1.  Amendment.  From and after the Effective Date (as defined in Section 3 hereof), the Note Agreement is amended as follows: 


1.1     The first sentence of paragraph 2A(2) of the Note Agreement is amended to delete in its entirety clause (i) thereof and to substitute therefor the following “(i) December 31, 2015 (or if such date is not a Business Day, the Business Day next preceding such date) and”.


SECTION 2.  Representations and Warranties.  The Company represents and warrants that, after giving effect hereto, each representation and warranty set forth in paragraph 8 of the Note Agreement, as amended hereby, is true on and as of the date of the execution and delivery of this letter by the Company with 





the same effect as if made on such date (except to the extent of changes caused by transactions contemplated under and permitted by the Note Agreement, as amended hereby). 


SECTION  3.  Conditions  Precedent;  Binding  Agreement.    This  letter  shall  become effective  as  of  the  date  hereof  (the  "Effective   Date")  upon  (i)  the  return  by  the  Company  to Prudential  Capital  Group  (Attention:  Christina  C. Miller)  of an original  counterpart  to this  letter, duly  executed   and  delivered   by  the  Company,   PIM,  PICA  and  each  of  the  other  noteholders signatory hereto (the "Other  Holders");  and (ii) the receipt by Christina  C. Miller,  counsel for PIM, PICA  and the  Other  Holders,  of a fully  executed  copy  of  that  certain  Bond  Purchase  and  Loan Agreement,  dated  December  31, 2012,  among  Allen  County,  Indiana,  as issuer,  the Company,  as borrower, and the bondholders  thereto. Upon the satisfaction of the foregoing conditions, this letter shall become a binding agreement among the Company, PIM, PICA and such Other Holders.


SECTION 4.  Reference  to and  Effect on Agreement.    Upon  the  Effective  Date,  each reference to the Note Agreement  in any other document,  instrument  or agreement  shall mean and be a reference  to the Note  Agreement  as modified  by this  letter.   Except as specifically  set forth in Section 1hereof, the Note Agreement  shall remain in full force and effect and is hereby ratified and confirmed in all respects.


SECTION 5.   Governing Law.   THIS LETTER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,  AND THE  RIGHTS  OF THE  PARTIES  SHALL BE GOVERNED  BY, THE  LAWS OF  THE  STATE  OF  ILLINOIS  (EXCLUDING  ANY CONFLICTS  OF  LAW RULES WHICH  WOULD OTHERWISE  CAUSE THIS  LETTER TO BE CONSTRUED OR ENFORCED  IN ACCORDANCE WITH,  OR THE  RIGHTS OF THE PARTIES TO BE GOVERNED BY, THE LAWS OFANY OTHER JURISDICTION).


SECTION 6.  Counterparts; Section Titles.  This letter may be executed  in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which  taken  together   shall  constitute but one and the  same  instrument.  The  section titles contained   in  this  letter  are  and  shall  be  without   substance,   meaning   or  content  of any  kind whatsoever and are not part of the agreement between the parties hereto.  Delivery of an executed counterpart of a signature page to this letter by facsimile shall be effective as delivery of a manually executed counterpart of this letter.






[SIGNATURE  PAGE TO FOLLOW]








Very truly yours,


PRUDENTIAL  INVESTMENT  MANAGEMENT, INC.






		
	By:
	_________________________


Vice-President




THE PRUDENTIAL  INSURANCE  COMPANY
OF AMERICA






		
	By:
	_________________________


Vice President








MUTUAL OF OMAHA INSURANCE COMPANY


		
	By:
	Prudential Private Placement  Investors, L.P. (as Investment  Advisor)




		
	By:
	Prudential Private Placement  Investors, Inc. (as its General Partner)








By:   _______________________________        
Vice President










UNITED OF OMAHA LIFE INSURANCE COMPANY


		
	By:
	Prudential Private Placement  Investors, L.P.  (as Investment Advisor)




		
	By:
	Prudential Private Placement  Investors, Inc. (as its General Partner)






By:   _______________________________        
Vice President












Agreed and accepted: 


FRANKLIN ELECTRIC CO., INC.


By:   __________________________________        
John J. Haines,
Vice President, Chief Financial Officer
And Secretary




Franklin Electric Co., Inc. December 31, 2012
Page 4






MUTUAL  OF OMAHA  INSURANCE
COMPANY


By:     Prudential Private Placement Investors,
L.P. (as Investment  Advisor)


		
	By:
	Prudential Private Placement Investors, Inc. (as its General Partner)






By:   _______________________________        
Vice President












UNITED  OF OMAHA  LIFE  INSURANCE
COMPANY


By:     Prudential Private Placement  Investors, L.P. (as Investment Advisor)


		
	By:
	Prudential Private Placement  Investors,  Inc. (as its General Partner)






By:   _______________________________        
Vice President






















Agreed and accepted: 


FRANKLIN ELECTRIC CO., INC.


By:   __________________________________        
John J. Haines,
Vice President, Chief Financial Officer
And Secretary