**Exhibit10.2**

**AGREEMENT**madethe 26th day of June 2006 **BETWEEN****THE****INDUSTRIALDEVELOPMENT AGENCY (IRELAND)**having its principal office at WiltonPark House, Wilton Place, Dublin 2 (“IDA”) of the first part, **AMERICAN POWER CONVERSION  CORPORATION (APC) BV****,**having its registered office at Hoekenode 6, 1102 BRAmsterdam, the Netherlands (“the Company”) of the second part and **AMERICAN POWER CONVERSION CORPORATION**having its registered office at 132 Fairgrounds Road, West Kingston, RhodeIsland 02892, USA (“the Promoters”) of the third part.

**WHEREAS:**

A.                                   Underthe Agreement made the 16th day of February 1994 between IDA, the Companyand the Promoters (“the Principal Agreement”) it was agreed (inter alia) tomake grants available to the Company towards the establishment and carrying onof an industrial undertaking as more fully described therein (“the Undertaking”).

B.                                     TheCompany has been paid Grant of €10,139,194 in respect of 567 jobs and is in theprocess of restructuring the Undertaking, part of which will involve thereduction in employment to 150 jobs.

C.                                     TheContingent Grant Liability in respect of the Grant paid in the amount of €10,139,194has been reduced to €7,173,620 due to the application of the provisions set outin Clause 6 of the Schedule to the Principal Agreement;

D.                                    TheCompany has a second location in Castlebar, Co. Mayo which will have 255 jobsafter the restructuring noted in B above (“the Mayo Undertaking”).

E.                                      TheCompany has requested IDA to consent to the reduction in employment in theUndertaking.

NOW IT IS HEREBYWITNESSED that in consideration of the Company continuing tocarry on the Undertaking in accordance with the terms of the PrincipalAgreement as amended herein IDA HEREBY CONSENTS to the request set forth inthis Agreement SUBJECT ALWAYS to the following terms and conditions:-

1                  Clause 15 “Undertakingof Additional Liability” shall be amended to read as follows:

“If the Grant be revoked in accordance with Clause 20hereof prior to the 31st day of December 2006, the Company and thePromoters undertake to pay to the IDA       thesum of €4,444,083 in addition to the sum to be repaid in accordance with Clause20 hereof within 30 business days of the grant being revoked and such sum shallbe recoverable from the Company and/or Promoters as a joint and several simplecontract debt.”

2.               Clause 19 “Terminationof Agreement” shall be amended to read as follows :-

(i)                                     TheCompany and Promoters liabilities in respect of the “Undertaking of AdditionalLiability” as set out in Clause 15 of the Principal Agreement shall foreverterminate on the 31st day of December 2006;

(ii)                                  Thecontingent grant liability in respect of the Principal Agreement in the amountof €7,173,620 shall be reduced by 15% on the first anniversary of thisAgreement and by a further 15% on the second anniversary of this Agreement andthe balance of contingent grant liability of €5,021,534 shall expire on the 31st day of December 2012.

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3.               Clause 5 “Achievementof Projected Performance” shall be amended as follows:-

On or after the 31st day of December2006 and annually thereafter for the duration of the Principal Agreement asamended herein the Company and IDA shall periodically, but no more than onceper year, review the development of the Undertaking to that date withparticular reference to the maintenance of jobs in the Undertaking and the MayoUndertaking (“the Combined Undertaking”) and should total jobs in the CombinedUndertaking reduce below 405 the Company and/or the Promoters shall repay, toIDA, within 21 days of receipt of a written demand, €17,872 for each job which is lost below 405 and such sums shallbe deducted from the outstanding grant liabilities.  Should jobs in the Combined Undertakingreduce below 305 the Company and/or the Promoters shall repay to IDA, within 21days of such demand, the balance of the grant liabilities outstanding at thattime.

For the purposes of this paragraph “jobs” shall mean full-timepermanent jobs existing in the Combined Undertaking at the relevant date.

4.               That IDA at anytime during the term of the Principal Agreement may revoke the outstandinggrant liability at that time if there be any material breach of the terms ofthe Principal Agreement or of this agreement for which a cure is notimplemented within thirty (30) days after receipt of a written notice fromIDA.  If the outstanding grant liabilitybe revoked the Company and/or the Promoters shall repay to IDA on demand alloutstanding grant liabilities that remain outstanding at that time and indefault of such repayment such sums shall be recoverable by IDA from theCompany and/or the Promoters as a joint and several simple contract debt in anycourt of competent jurisdiction.

5.               That the terms andconditions of the Principal Agreement save in so far as same are altered oramended by the terms hereof shall remain in full force and effect.

IN WITNESS WHEREOF of theparties hereto have caused their respective Seals to be affixed hereto the dayand year first herein written.

PRESENT when the Seal ofthe

**INDUSTRIAL DEVELOPMENT AGENCY(IRELAND)**

was affixedhereto:-
|        |   | /s/ Martin Burbridge |
|--------|--------|----------------------|
|   |   | AUTHORISED  OFFICER  |
|   |   |                 |
|   |   | /s/ Miriam Johnston  |
|   |   | AUTHORISED  OFFICER  |

 

PRESENT when the Seal of

## **AMERICAN POWERCONVERSION CORPORATION (APC) BV**

### was affixedhereto:-

|        |   | Michael J. Ricci |
|--------|--------|------------------|
|   |   | DIRECTOR         |

 

PRESENT when the Seal of

## **AMERICAN POWERCONVERSION CORPORATION**

### was affixed hereto:-

|        |   | Edward W. Machala,               |
|--------|--------|----------------------------------|
|   |   | Senior Vice  President & COO |
|   |   | AUTHORISED  OFFICER              |

 

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