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FRANKLIN ELECTRIC CO INC Director's Dealing 2006

May 5, 2006

31143_dirs_2006-05-05_e184ef83-1107-48f9-829b-10a9e1f29fb7.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN ELECTRIC CO INC (FELE)
CIK: 0000038725
Period of Report: 2006-05-03

Reporting Person: SENGSTACK GREGG C (Senior Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2006-05-03 Common Stock M 24000 $13.5312 Acquired 24000 Direct
2006-05-03 Common Stock S 24000 $58.53 Disposed 0 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2006-05-03 Option $13.5312 M 24000 Disposed 2007-09-24 Common Stock (24000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 103926 Direct
Common Stock 1400 Direct
Common Stock 6135 Indirect
Common Stock 6702 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Option $16.125 2010-07-28 Common Stock (60000) 60000 Direct
Option $19.6375 2011-12-13 Common Stock (26000) 86000 Direct
Option $24.075 2012-12-13 Common Stock (16000) 102000 Direct
Option $29.95 2014-02-12 Common Stock (16000) 118000 Direct
Option $40.93 2015-02-10 Common Stock (9000) 127000 Direct
Option $45.9 2016-02-17 Common Stock (3900) 130900 Direct

Footnotes

F1: The shares vest at the end of four years subject to the performance of certain goals. If these goals are not attained, the shares will be forfeited.

F2: Holdings within the Franklin Electric Directed Investment Salary Plan ("401k Plan") Trust. The information reported herein is based on a plan statement reporting March 31, 2006 holdings under the 401k Plan.

F3: Allocation of shares under the Franklin Electric Co., Inc. Employee Stock Ownership Plan ("ESOP") Trust. The information reported herein was provided by the trustee for holdings as of March 31, 2006.

F4: The options become exercisable in five equal installments of 1/5 each year, beginning on the first anniversary of the grant date.

F5: The options become exercisable in four equal installments of 1/4 each year, beginning on the first anniversary of the grant date.