FRANKLIN ELECTRIC CO INC — Director's Dealing 2009

Mar 9, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN ELECTRIC CO INC (fele)
CIK: 0000038725
Period of Report: 2009-03-05

Reporting Person: Strupp Thomas J (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-03-05	common stock	A	5834	—	Acquired	5834	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-03-05	option	$17.34	A	16940	Acquired	2019-03-05	common stock (16940)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
common stock	3700	Direct
common stock	5000	Direct
common stock	368.307	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
option	$44.505	2015-07-25	common stock (7000)	7000	Direct
option	$45.9	2016-02-17	common stock (3900)	10900	Direct
option	$48.87	2017-02-09	common stock (3600)	14500	Direct
option	$32.19	2018-02-28	common stock (15300)	29800	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: The shares vest at the end of five years subject to the performance of certain goals. If these goals are not attained, the shares will be forfeited.

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: Pursuant to the Long Term Strategic Incentive Bonus Program, Mr. Strupp was awarded 5,834 stock awards which immediately vested.

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