FRANKLIN ELECTRIC CO INC — Director's Dealing 2009

Aug 28, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN ELECTRIC CO INC (fele)
CIK: 0000038725
Period of Report: 2009-05-28

Reporting Person: TRUMBULL R SCOTT (Chairman & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-05-28	stock units	$	A	10.15	Acquired		common stock (10.15)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
common stock	16100	Direct
common stock	951	Indirect
common stock	960	Indirect
common stock	157993	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
option	$24.9755	2009-04-19	common stock (20000)	20000	Direct
option	$24.005	2013-01-01	common stock (80430)	100430	Direct
option	$29.95	2014-02-13	common stock (60800)	161230	Direct
option	$40.93	2015-02-10	common stock (30200)	191430	Direct
option	$45.9	2016-02-17	common stock (18500)	209930	Direct
option	$48.87	2017-02-09	common stock (14500)	224430	Direct
option	$32.19	2018-02-28	common stock (57300)	281730	Direct
option	$17.34	2019-03-05	common stock (91194)	372924	Direct
option	$17.34	2019-03-05	common stock (19120)	392044	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 Trust. The information reported herein is based on a plan statement reporting December 31, 2008 holdings under the Franklin Electric Directed Investment Salary Plan.

F3: Allocation of shares under the Franklin Electric Co., Inc. Employee Stock Ownership Plan Trust. The information reported herein was provided by the trustee for holdings as of December 31, 2008.

F4: The options become exercisable in three equal installments of 1/3 each year, beginning on the first anniversary of the grant date.

F5: The options become exercisable in five equal installments of 1/5 each year, beginning on the first anniversary of the grant date.

F6: The options become exercisable in four equal installments of 1/4 each year, beginning on the first anniversary of the grant date.

F7: 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. Trumbull elected to receive his 2009 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 May 28, 2009, Mr. Trumbull was credited with 10.15 Stock Units for dividends that would have been paid on such deferred shares. At distribution, Mr. Trumbull may elect pursuant to the terms of the Plan to receive his deferred compensation either in shares of Franklin common stock or in cash.