FRANKLIN ELECTRIC CO INC — Director's Dealing 2011

Mar 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN ELECTRIC CO INC (fele)
CIK: 0000038725
Period of Report: 2011-03-02

Reporting Person: Strupp Thomas J (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-03	common stock	M	200	$44.0782	Acquired	7000	Direct
2011-03-02	common stock	A	1251	$43.43	Acquired	1251	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-03	option	$17.34	S	2992	Disposed	2019-03-05	common stock (17500)	Direct
2010-03-02	option	$43.43	A	3975	Acquired	2021-03-02	common stock (3975)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
common stock	425.887	Indirect
common stock	1700	Direct
common stock	2300	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
option	$44.51	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
option	$28.82	2020-02-22	common stock (5300)	52600	Direct

Footnotes

F1: The shares vest at the end of four years.

F2: These shares had a four year vest ending 2/9/2011. Shares will be released in 2011 after performance metrics are analyzed.

F3: These options were exercised and held, adding to the owned outright balance.

F4: The options become exercisable in four equal installments of 1/4 each year, beginning on the first anniversary of the grant date.