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: 2009-08-27

Reporting Person: Wathen David M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-08-27	stock units	$	A	54.29	Acquired		common stock (54.29)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
common stock	2249	Direct

Footnotes

F1: 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. Wathen elected to receive his 2009 board of directors retainer and his 2009 retainer, meeting fees and stock award 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 27, 2009, Mr. Wathen was credited with 54.29 Stock Units for payment of board dividends, which would have been paid on such deferred shares. At distribution, Mr. Wathen may elect pursuant to the terms of the Plan to receive his deferred compensation either in shares of Franklin common stock or in cash.