FRANKLIN ELECTRIC CO INC — Director's Dealing 2011

May 27, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN ELECTRIC CO INC (fele)
CIK: 0000038725
Period of Report: 2011-05-26

Reporting Person: TRUMBULL R SCOTT (Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-27	common stock	M	4031	$43.0286	Acquired	167894	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-27	option	$24.98	M	13919	Disposed	2012-04-19	common stock (6081)	Direct
2011-05-26	stock units	$	A	6.15	Acquired		common stock (6.15)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
common stock	2711	Indirect
common stock	12500	Direct
common stock	13564	Direct
common stock	1814	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
option	$24.01	2013-01-01	common stock (80430)	80430	Direct
option	$29.95	2014-02-12	common stock (60800)	147311	Direct
option	$40.93	2015-02-10	common stock (30200)	177511	Direct
option	$45.9	2016-02-17	common stock (18500)	196011	Direct
option	$48.87	2017-02-09	common stock (14500)	210511	Direct
option	$32.19	2018-02-28	common stock (57300)	267811	Direct
option	$17.34	2019-03-05	common stock (100000)	367811	Direct
option	$28.82	2020-02-22	common stock (39900)	407711	Direct
option	$43.43	2021-03-02	common stock (43096)	450807	Direct

Footnotes

F1: Holdings within the Franklin Electric Co., Inc. Directed Investment Salary Plan Trust. The information reported herein is based on a plan statement as of December 31, 2010.

F2: Shares vest at the end of 4 years.

F3: The award vests in three equal installments of 1/3 each year, beginning on the first anniversary of the grant date.

F4: The options become exercisable in five equal installments of 1/5 each year, beginning on the first anniversary of the grant date.

F5: Excercised 13191 shares, however withheld shares to cover exercise cost including taxes. Net add to shares is 4031 shares to owned outright balance.

F6: The options become exercisable in three equal installments of 1/3 each year, beginning on the first anniversary of the grant date.

F7: The options become exercisable in four equal installments of 1/4 each year, beginning on the first anniversary of the grant date.

F8: 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 26, 2010, Mr. Trumbull was credited with 6.15 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 deferrd compensation either in shares of Franklin common stock or in cash.