Deed of Assignment



 Exhibit 10.2 
 EXECUTION COPY 
 DEED OF ASSIGNMENT 
 July 15, 2009 
 Reference is made to (i) Third Amended and Restated
Receivables Purchase Agreement dated as of December 10, 2008 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “RPA”) among JWPR Corporation, as seller and as servicer
(“Seller”), Liberty Street Funding LLC, as a Conduit, the other commercial paper conduits from time to time party thereto, certain financial institutions from time to time party thereto and The Bank of Nova Scotia, as a Purchaser,
as the Managing Agent and as the agent (in such capacity, the “Agent”) and (ii) the Receivables Offer Deed dated as of October 24, 2003 (as amended, supplemented or otherwise modified prior to the date hereof, the
“ROD”), between JohnsonDiversey UK Limited, a limited liability company incorporated under the laws of England and Wales (“JD-UK”) and Seller. Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the RPA. 
 Seller has agreed to assign to JD-UK all of Seller’s right, title and interest in the Receivables
generated by JD-UK which have not been fully collected as of the date hereof, any and all Collections with respect thereto, all Related Security with respect thereto and Account No. 11289969, sort code 18-50-08 maintained with Citibank N.A.,
London Branch (collectively, the “Specified Assets”) to the extent that such Specified Assets were previously transferred and assigned to Seller in accordance with the terms of the RPA and the ROD. 
 Accordingly, for good and valuable consideration paid by JD-UK to Seller, the receipt of which is hereby acknowledged by Seller, which consideration
includes the release by JD-UK of the Seller from its obligation to pay the outstanding principal amount of and interest with respect to the subordinated note executed by Seller in favor of JD-UK, Seller does hereby sell, transfer, assign, convey and
transfer to JD-UK absolutely and free from all encumbrances created by it and with full title guarantee, but without representation, recourse or warranty of any kind, all of its right, title and interest in and to the Specified Assets. 

THIS DEED OF ASSIGNMENT AND ANY NON-CONTRACTUAL OBLIGATIONS ARISING OUT OF IT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
ENGLAND AND WALES. 
 This Deed of Assignment shall be binding upon Seller, its successors and assigns, and shall inure to the benefit of
JD-UK, its successors and assigns. 
 This Deed of Assignment may be executed in any number of counterparts and all such taken together will
be deemed to constitute one and the same instrument. 
 [Signature Page Follows] 







 IN WITNESS OF WHICH this document has been duly executed as a deed by the parties and delivered on the date
inserted above. 
  

					
	 EXECUTED and DELIVERED as a DEED by
	  	)	  	
	 JOHNSONDIVERSEY UK LIMITED
	  	)	  	/s/ David C. Quast.
	 acting by David C. Quast, a director,
	  	)	  	Director
	in the presence of:	  	)	  	

 Signature of witness: /s/ Tony A Sebranek 
 Name (in BLOCK CAPITALS): TONY A. SEBRANEK 
 Address: 8310 16TH STREET, STURTEVANT, WISCONSIN, U.S.A. 
 Occupation: TREASURY MANAGER 
  

			
	 EXECUTED and DELIVERED as a DEED
	  	)
	 by JWPR CORPORATION
	  	)
	 by Tony A Sebranek
	  	)
	 being a person who, in accordance with
	  	)
	 the laws of that territory, is acting
	  	)
	 under the authority of the company
	  	)

 /s/ Tony A Sebranek Authorised signatory 
  
 Signature Page to 
 Deed of Assignment 
 JD-UK 







 Acknowledged and agreed to as of 
 the date first above written: 
  

			
	LIBERTY STREET FUNDING LLC
		
	By:  	 	/s/ Jill A Russo
		 	Name: Jill A Russo
		 	Title: Vice President

  

			
	 THE BANK OF NOVA SCOTIA,
 as Agent and as a
Managing Agent

		
	By:  	 	/s/ Darren Ward
		 	Name: Darren Ward
		 	Title: Director

  
 Signature Page to 

Deed of Assignment 
 JD-UK