Exhibit 4.1


    Exhibit
      4.1

     

    


    SECOND
      AMENDMENT TO RIGHTS AGREEMENT

    


    


    This
      SECOND
      AMENDMENT TO RIGHTS AGREEMENT,
      effective as of July 11, 2007, is between Franklin Electric Co., Inc., an
      Indiana corporation (the “Company”) and LaSalle Bank National Association, as
      Rights Agent (the “Rights Agreement”).

     

    WHEREAS,
      the
      Company previously entered into the Rights Agreement dated as of October 15,
      1999, as amended by the First Amendment to Rights Agreement dated as of December
      1, 2006 (as amended, the “Rights Agreement”); and

     

    WHEREAS,
      the
      Company desires to amend the Rights Agreement, pursuant to and as permitted
      under Section 27a of the Rights Agreement; 

     

    NOW,
      THEREFORE,
      it is
      mutually agreed between the Company and the Rights Agent that:

     

    1. Section
      1a(x) of the Rights Agreement is hereby amended to delete the word “or” between
      clause (v) and clause (vi), to add the word “or” between clause (vi) and new
      clause (vii), and to add a new clause (vii) that will read as
      follows:

     

    (vii)
      Select Equity Group, Inc., Select Offshore Advisors, LLC and their respective
      Affiliates and Associates (collectively, the “Select Parties”), as long as
      either (A) the Select Parties Beneficially Own no more than 17.5% of the
      outstanding shares of Common Stock and are eligible to report such ownership
      on
      Schedule 13G under the Exchange Act (or any comparable or successor report)
      or
      on Schedule 13D under the Exchange Act (or any comparable or successor report)
      which Schedule 13D does not state any intention to or reserve the right to
      control or influence the management or policies of the Company or engage in
      any
      of the actions specified in Item 4 of such Schedule (other than the acquisition
      or disposition of Common Stock) or (B) if the Select Parties are required to
      report their Beneficial Ownership of Common Stock on Schedule 13D under the
      Exchange Act (or any comparable or successor report) which Schedule 13D states
      any intention to or reserves the right to control or influence the management
      or
      policies of the Company or engage in any of the actions specified in Item 4
      of
      such Schedule (other than the acquisition or disposition of Common Stock),
      then
      the Select Parties Beneficially Own no more than 10% of the outstanding shares
      of Common Stock; provided, however, that, if the Select Parties cease to be
      deemed pursuant to clause (A) of this Section 1a(x)(vii) not to be an Acquiring
      Person by virtue of being required to file a Schedule 

     


    
      
         

      

      
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    13D
      stating an intention or reserving a right inconsistent with such clause (A),
      then the Select Parties shall be deemed pursuant to clause (B) of this Section
      1a(x)(vii) not to be Acquiring Persons, but only for a limited period following
      the time the Select Parties ceased to be deemed pursuant to such clause (A)
      not
      to be Acquiring Persons (such limited period ending on the earlier of 135 days
      following the time the Select Parties ceased to be deemed pursuant to such
      clause (A) not to be Acquiring Persons and 90 days following delivery by the
      Company to the Select Parties of a “Purchase Notice” or a “Non-Purchase Notice”
pursuant to that certain Shareholders Agreement made and entered into as of
      July 11, 2007, by and between the Company and the Select Parties), without
      regard to whether the Select Parties Beneficially Own during such limited period
      more than 10% of the outstanding Common Stock (so long as the Select Parties
      do
      not Beneficially Own during such period more than 17.5% of the outstanding
      Common Stock); and provided, further, that, for all purposes of this Section
      1a(x)(vii), the Select Parties shall be deemed not to be Acquiring Persons
      if
      (W) at any time there is a reduction in the number of shares of Common Stock
      outstanding, (X) prior to the time of such reduction in the number of shares
      of
      Common Stock outstanding the Select Parties were not, or were deemed not to
      be,
      Acquiring Persons, (Y) following the time of such reduction in the number of
      shares of Common Stock outstanding the Select Parties are, or would be deemed
      to
      be, Acquiring Persons, and (Z) following the time of such reduction in the
      number of shares of Common Stock outstanding the Select Parties do not acquire
      Beneficial Ownership of any additional shares of Common Stock.

     

    2. The
      execution and delivery of this Second Amendment has been duly and validly
      authorized and approved by each of the parties hereto, and no other proceedings
      (corporate or otherwise) on the part of the parties hereto are necessary to
      authorize this Second Amendment. This Second Amendment has been duly and validly
      executed and delivered by each of the parties hereto and constitutes a valid
      and
      binding agreement of such parties, enforceable against each of them in
      accordance with its terms.

     

    3. Except
      as
      expressly amended by this Second Amendment, all terms, conditions, and other
      provisions contained in the Rights Agreement are hereby ratified and reaffirmed.
      The Rights Agreement, after giving effect hereto, shall remain in full force
      and
      effect.

     

    4. Upon
      execution hereof, each reference in the Rights Agreement to “this Agreement,”
“hereby,” “hereunder,” “herein,” “hereof,” or words of like import referred to
      the Rights Agreement shall mean and refer to the Rights Agreement, as amended
      by
      this Second Amendment. In addition, any and all notices, requests, certificates
      and other instruments executed and delivered after the date hereof may refer
      to
      the Rights Agreement without making specific reference to this Second Amendment;
      but nevertheless all references to the Rights Agreement shall be a reference
      to
      such document as amended hereby. If this Second 

     


    
      
         

      

      
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    Amendment
      is inconsistent with (or affects the interpretations of) unamended portions
      of
      the Rights Agreement, the provisions of (or interpretation suggested by) this
      Second Amendment shall control.

     

    5. This
      Second Amendment shall be governed by and construed in accordance with Indiana
      law.

     

    6. This
      Second Amendment maybe executed in any number of counterparts, each executed
      counterpart constituting an original, but all together only one
      agreement.

     

    


     

    IN
      WITNESS WHEREOF,
      the
      Company and LaSalle Bank National Association, as Rights Agent, have caused
      this
      Second Amendment to Rights Agreement to be duly executed and their respective
      corporate seals to be hereunto affixed and attested, all as of this
      11th
      day of
      July, 2007.

     

    
      	
              Attest:

               

              By:     

              Name: Angela
                M. Hughes

              Title: Corporate
                Governance Manager

            	
              Franklin
                Electric Co., Inc.

               

              By:     

              Name: Thomas
                J. Strupp

              Title: Vice
                President, Chief Financial Officer

              and
                Secretary

            
	
              Attest:

               

              By:     

              Name: Arlene
                Kaminski

              Title: Vice
                President

            	
              LaSalle
                Bank National Association

               

              By:     

              Name: Mark
                F. Rimkus

              Title: Vice
                President

            


    

    



    
      
         

      

      
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