FRANKLIN ELECTRIC CO INC — Director's Dealing 2008

Aug 22, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN ELECTRIC CO INC (fele)
CIK: 0000038725
Period of Report: 2008-08-21

Reporting Person: BRADY JEROME D (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-08-21	stock units	$	A	15.2	Acquired		common stock (15.2)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
common stock	8272	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
option	$17.375	2010-04-14	common stock (20000)	20000	Direct
option	$17	2011-04-20	common stock (20000)	40000	Direct
option	$24.9756	2008-04-19	common stock (20000)	60000	Direct
option	$25.225	2013-04-25	common stock (8000)	68000	Direct
option	$32.51	2014-05-05	common stock (8000)	76000	Direct

Footnotes

F1: The options become exercisable in three equal installments of 1/3 each year, beginning on the first anniversary of the grant date.

F2: Pursuant to terms of the Nonemployee Directors' Deferred Compensation Plan approved by the board of directors on February 11, 2000 and amended and restated on April 28, 2006, Mr. Brady elected to receive his 2000, 2001, and 2002 board of directors retainer in Franklin Electric Co., Inc. common stock, issuance of such shares deferred until he retires or otherwise leaves the board of directors (e.g. Stock Units). On August 21, 2008, Mr. Brady was credited with 15.20 Stock Units for dividends that would have been paid on such deferred shares. At distribution, Mr. Brady may elect pursuant to the terms of the Plan to receive his deferred compensation either in shares of Franklin common stock or in cash.