THIRD AMENDMENT TO NOTE AGREEMENT


         Reference is hereby made to the Note  Agreement  dated as of January 19
1990, as amended  pursuant to a First  Amendment to Note  Agreement  dated as of
April 8, 1992 and as further  amended  pursuant  to a Second  Amendment  to Note
Agreement dated as of July 31, 1992 (together, the "Original Agreement"), and as
amended hereby (the "Agreement"),  among Thomas Industries Inc. (the "Company"),
Thomas Industries Holdings Inc., formerly Day-Brite Lighting, Inc. ("Holdings"),
and the Purchasers listed on Schedule I hereto  (collectively,  the "Purchasers"
and with the Company and Holdings,  the "Parties").  This Third Amendment to the
Original Agreement is hereinafter referred to as the "Third Amendment."

         WHEREAS, the Company plans to exchange its lighting division assets for
a minority interest in a joint venture, as further described in Exhibit A hereto
(the "Restructuring"); and

         WHEREAS,  in  connection  with the  Restructuring,  the Company and the
Purchasers have negotiated certain amendments to, and waivers under the Original
Agreement,  as  hereinafter  set forth,  including the  following:  (i) amending
Section  7.4  (Debt) of the  Original  Agreement  to limit the Debt which can be
incurred  by the  Company  and  its  Restricted  Subsidiaries  by  reference  to
prescribed  thresholds for operating  cash flow,  (ii) waiving  compliance  with
Sections  7.7  (Merger or Sale of  Substantially  All  Assets)  and 7.8 (Sale of
Assets)  of the  Original  Agreement  in  connection  with the  transfer  of the
lighting  business of the Company pursuant to the Restructuring and (iii) making
certain other changes to the Original Agreement.

         IT IS THEREFORE AGREED THAT:

1.        Definitions.

         (a)      All defined terms used herein shall have the meanings assigned
                  to such  terms  in the  Original  Agreement  except  as  noted
                  herein.

         (b) The following  definition of Priority Debt is added to the Original
Agreement:

                  "Priority Debt - has the meaning set forth in Section 7.4(b)."

         (c) The  following  definition  of  EBITDA  is  added  to the  Original
Agreement.

                  "EBITDA - means,  for any period,  Adjusted Net Earnings  plus
                  (to the extent deducted from, or not included in, Adjusted Net
                  Earnings for the relevant period) depreciation,  amortization,
                  interest expense,  taxes and cash  distributions from minority
                  investments."

         (d)      The definition of  Consolidated  Earnings Before Fixed Charges
                  is amended by deleting from the phrase  beginning with (i) the
                  words "Section 7.6 Net Earnings" and inserting in lieu thereof
                  "Adjusted Net Earnings."

         (e)      The  definition  of  Consolidated  Fixed Charges is amended by
                  deleting  from its last  sentence  the words  "Section 7.6 Net
                  Earnings"  and   inserting  in  lieu  thereof   "Adjusted  Net
                  Earnings."

         (f)      The definition of Restricted Subsidiary is amended by deleting
                  from the last sentence the phrase "and immediately  thereafter
                  the Company  could incur  additional  Funded Debt  pursuant to
                  Section  7.4(c) after giving effect to said  designation"  and
                  inserting in lieu thereof the following:

                   "and immediately thereafter the Company is in compliance with
                   Section 7.4(a) after giving effect to such designation."

         (g)      The following  sentence is added at the end of the  definition
                  of Restricted Subsidiary in the Original Agreement:

                  "At no time shall the entity resulting from the  Restructuring
                  (as  defined in the Third  Amendment,  dated July 7, 1998,  to
                  this Agreement) be a Restricted Subsidiary."

         (h)      The  definition  of  Unrestricted  Subsidiary  in the Original
                  Agreement  is  amended  by  deleting   therefrom   the  phrase
                  beginning   with  (ii)  and  inserting  in  lieu  thereof  the
                  following:

                   "(ii)  immediately  thereafter,  the Company is in compliance
                   with Section 7.4(a)."

         (i)      The  definition  of  Section  7.6 Net  Earnings  is amended by
                  changing  the name of such  definition  from  "Section 7.6 Net
                  Earnings" to "Adjusted Net Earnings."

2.        Amendments.

         (a)      The   Original   Agreement   is  amended  by   deleting   from
                  subparagraph  (g) of  Section  7.3 the last  words,  which are
                  "Section  7.4(d)"  and  inserting  in  lieu  thereof  "Section
                  7.4(b)."

         (b)      The  Original  Agreement  is  amended  by  deleting  therefrom
                  Section 7.4 in its entirety and  inserting in lieu thereof the
                  following:

                  "7.4     Debt.

                  (a) The  Company  will not  permit  at any  time the  ratio of
                  Funded Debt of the Company and its Restricted  Subsidiaries to
                  EBITDA to exceed (i) 3.5 to 1.0 for the period  commencing the
                  date hereof  through  September 30, 1999,  and (ii) 3.0 to 1.0
                  subsequent to September 30, 1999. For purposes of this Section
                  7.4(a),  Current  Debt  of  the  Company  and  its  Restricted
                  Subsidiaries  shall be deemed to constitute Funded Debt of the
                  Company and its Restricted  Subsidiaries  unless, for a period
                  of  forty-five  (45)  consecutive  days (which period shall be
                  determined  by the  Company)  during each fiscal  year,  there
                  shall have been outstanding no Current Debt of the Company and
                  its Restricted  Subsidiaries.  For purposes of calculating the
                  amount of  Current  Debt  which  will be deemed to  constitute
                  Funded Debt pursuant to the previous  sentence,  the amount of
                  such Funded Debt will equal the average amount of Current Debt
                  outstanding   during  each   forty-five  (45)  day  period  of
                  determination.

                  (b) The  Company  will  not  permit  at any  time  Debt of its
                  Restricted  Subsidiaries  (other than Debt owed to the Company
                  or another Restricted  Subsidiary) and Secured Debt (together,
                  "Priority  Debt") to be incurred,  unless after giving  effect
                  thereto,  (i) such  Priority  Debt  would be  permitted  to be
                  outstanding  under paragraph (a) of this Section 7.4, and (ii)
                  the  aggregate  amount  of  such  Priority  Debt  at any  time
                  outstanding  would not exceed the sum of $10,000,000  plus 15%
                  of  Consolidated  Net  Tangible  Assets.  If the  Company or a
                  Restricted Subsidiary purchases or acquires 75% or more of the
                  assets  or  capital  stock  of a Person  that has  outstanding
                  Funded Debt and such acquired Person is thereupon designated a
                  Restricted  Subsidiary,  then,  notwithstanding clause (ii) of
                  this paragraph  (b), such Funded Debt of such acquired  Person
                  may remain  outstanding  if after giving effect  thereto,  the
                  Company  could  incur  additional   Funded  Debt  pursuant  to
                  paragraph (a) of this Section 7.4."

         (c)      The  Original  Agreement  is amended by deleting  from Section
                  7.7(b) the phrase  beginning  with (iii) and inserting in lieu
                  thereof the following:

                  "(iii)  after  giving  effect to such  merger,  consolidation,
                  sale, lease or conveyance of assets the surviving, corporation
                  would be in compliance with Section 7.4(a)."

         (d)      The  Original  Agreement  is amended by deleting  from Section
                  7.10 the phrase  beginning  with (iii) and  inserting  in lieu
                  thereof the following:

                   "(iii) after giving effect  thereto,  the Company would be in
                   compliance with Section 7.4(a)."

3.        Agreement.

         The Purchasers hereby agree that the Company's transfer of its lighting
assets and  related  liabilities  to a joint  venture,  as  contemplated  by the
Restructuring, shall not:

         (a)      constitute a sale or  conveyance of  substantially  all of the
                  Company's  assets to another  Person under  Section 7.7 of the
                  Original Agreement; and

         (b)      constitute  a  Disposition  under  Section 7.8 of the Original
                  Agreement,  provided,  however,  that  such  transfer  of  the
                  Company's  lighting,   assets  and  related  liabilities,   as
                  contemplated by the Restructuring,  does not exceed the sum of
                  (i) the book  value of  $140,000,000,  plus (ii) an  aggregate
                  amount of working capital not to exceed $30,000,000.

4.        Representations and Warranties.

          (a)      Each of the Company and Holdings  confirms that (i) except as
                   otherwise set forth in the Schedules attached hereto, each of
                   the  representations and warranties set forth in the Original
                   Agreement and the  information set forth in Exhibit A is true
                   and correct in all  material  respects as of the date hereof,
                   except that to the extent any such  representation,  warranty
                   or information is stated to relate solely to an earlier date,
                   each  of  the  Company  and  Holdings   confirms   that  such
                   representation,  warranty or information was true and correct
                   in all material  respects as of such earlier date and (ii) no
                   Default  or  Event  of  Default  (which  has not  been  cured
                   pursuant to amendments  made  hereunder)  has occurred and is
                   continuing.

         (b)      Each of the Company and Holdings  represents and warrants that
                  it has the  requisite  corporate  power and authority to enter
                  into  this  Third  Amendment  and to  otherwise  carry out the
                  transactions contemplated by this Third Amendment.

          (c)      Each of the Company and Holdings represents and warrants that
                   this  Third   Amendment  has  been  duly  authorized  by  all
                   necessary  corporate  action on the part of the  Company  and
                   Holdings and that this Third  Amendment has been executed and
                   delivered  by the Company and Holdings  and  constitutes  the
                   legal,  valid and binding  obligation  of each of the Company
                   and Holdings,  enforceable against each of them in accordance
                   with its terms,  except to the extent that enforcement hereof
                   may  be  limited  by   applicable   bankruptcy,   insolvency,
                   reorganization,   moratorium   or  similar  laws  of  general
                   application  relating to or affecting the  enforcement of the
                   rights of creditors or by equitable principles  regardless of
                   whether enforcement is sought in equity or at law.

         (d)      No written statement or document  furnished by or on behalf of
                  the  Company  or  Holdings  in  connection   with  this  Third
                  Amendment  contains any untrue statement of a material fact or
                  omits  a  material  fact  necessary  to  make  the  statements
                  contained therein,  in light of the circumstances  under which
                  made, not misleading.

          (e)      The  execution,  delivery and  performance by the Company and
                   Holdings  of  this  Third  Amendment  will  not  violate  any
                   provision of any law,  rule,  regulation  or ordinance or any
                   order, judgment,  decree or ruling of any court,  arbitrator,
                   governmental authority or agency applicable to the Company or
                   Holdings  and will not  result  in any  breach  of any of the
                   provisions  of, or constitute a default  under,  or result in
                   the  creation  of any Lien on any  property of the Company or
                   Holdings  under the  provisions  of,  any  charter  document,
                   by-law,  loan,  agreement or any other material  agreement or
                   material  instrument to which it is a party or by which it or
                   its property may be bound or affected.

5.        Covenants.

         The Company and Holdings hereby agree that,  within 45 days of the date
hereof,  each shall deliver to the Purchasers copies of the resolutions  adopted
by their respective Board of Directors authorizing the execution and delivery of
this Third Amendment.

6.        Counterparts.

         This  Third   Amendment   may  be  executed   by  the  parties   hereto
individually,   or  in  any   combination  of  the  parties  hereto  in  several
counterparts,  all of which taken  together  shall  constitute  one and the same
Third Amendment.

7.        Conditions to Effectiveness.

         The effectiveness of the Purchasers'  agreement to this Third Amendment
is subject  to the  satisfaction  on or prior to the date  hereof of each of the
following conditions:

          (a)      Delivery to the Purchasers of copies of this Third  Amendment
                   executed by the Company.

          (b)      Payment of fees and expenses of counsel to the Purchasers.

          (c)      Delivery by the Company of evidence satisfactory to the
                  Purchasers that the Restructuring has been consummated.

8.        Ratification and Acknowledgment.

         All of the representations,  warranties,  provisions,  covenants, terms
and  conditions  of the  Original  Agreement  not amended  herein  shall  remain
unaltered  and in full force and  effect.  The  Original  Agreement,  as amended
hereby,  is in all respects  agreed to,  ratified and  confirmed by the Company.
Each of the Company and Holdings acknowledges and agrees that the amendments and
agreements  contained  herein shall not be construed as establishing a course of
conduct on the part of the  Purchasers  upon which the Company and  Holdings may
rely at any time in the future.

9. Reference to and Effect on the Agreement.

         Upon the  effectiveness of this Third Amendment,  each reference in the
Original Agreement and in other documents describing or referencing the Original
Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like
import referring to the Original Agreement, shall mean and be a reference to the
Original Agreement, as amended hereby.

         Dated as of this 7th day of July, 1998.


THOMAS INDUSTRIES HOLDINGS INC.             THOMAS INDUSTRIES INC.


By:                                         By:
Its:                                        Its:


ALLSTATE LIFE INSURANCE COMPANY             AID ASSOCIATION FOR LUTHERANS


By:                                         By:
                                            Its:


By:
         Authorized Signature

THE MINNESOTA MUTUAL LIFE                   WOODMEN ACCIDENT AND LIFE
    INSURANCE COMPANY                                    COMPANY


By:                                        By:
Its:                                       Its:


AMERICAN FAMILY LIFE                       GUARANTEE LIFE INSURANCE
    INSURANCE COMPANY                                    COMPANY


By:                                         By:
Its:                                        Its:


NATIONAL LIFE INSURANCE                     AMERICAN UNITED LIFE INSURANCE
    COMPANY                                              COMPANY


By:                                         By:
Its:                                        Its:



GENERAL AMERICAN LIFE
    INSURANCE COMPANY


By:
Its:

THE AMERICAN FRANKLIN LIFE
    INSURANCE COMPANY


By:
Its:


MODERN WOODMEN OF AMERICA


By:
Its:


PAN-AMERICAN LIFE INSURANCE
    COMPANY


By:
Its:


FIRST COLONY LIFE INSURANCE
    COMPANY


By:
Its:




                                   SCHEDULE I


Allstate Life Insurance Company
Aid Association for Lutherans
The Minnesota  Mutual Life  Insurance  Company  American  Family Life  Insurance
Company National Life Insurance  Company American United Life Insurance  Company
General  American Life  Insurance  Company The American  Franklin Life Insurance
Company  Guarantee  Life Insurance  Company  Modern  Woodmen of America  Woodmen
Accident  and Life  Company  Pan-American  Life  Insurance  Company GE Financial
Assurance First Colony Life Insurance Company