FRANKLIN ELECTRIC CO INC — Director's Dealing 2010

May 3, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN ELECTRIC CO INC (fele)
CIK: 0000038725
Period of Report: 2010-04-30

Reporting Person: WITT HOWARD B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-04-30	common stock	A	2286	$34.99	Acquired	11298	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
common stock	12500	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
option	$24.9755	2012-04-19	common stock (20000)	20000	Direct
option	$25.225	2013-04-25	common stock (8000)	28000	Direct
option	$32.51	2014-05-05	common stock (8000)	36000	Direct

Footnotes

F1: These shares are held by the reporting person's Grantor Retained Annuity Trust

F2: The options become exercisable in three equal installments of 1/3 each year, beginning on the first anniversary of the grant date.

F3: These vested immediately upon grant.