FRANKLIN ELECTRIC CO INC — Director's Dealing 2011

Feb 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN ELECTRIC CO INC (fele)
CIK: 0000038725
Period of Report: 2011-02-25

Reporting Person: TRUMBULL R SCOTT (Chairman and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-25	stock units	$	A	6.01	Acquired		common stock (6.01)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
common stock	2711	Indirect
common stock	12500	Direct
common stock	9400	Direct
common stock	1814	Direct
common stock	163863	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
option	$24.98	2012-04-19	common stock (20000)	20000	Direct
option	$24.01	2013-01-01	common stock (80430)	100430	Direct
option	$29.95	2014-02-13	common stock (60800)	161230	Direct
option	$40.93	2015-02-10	common stock (30200)	191430	Direct
option	$45.9	2016-02-17	common stock (18500)	209930	Direct
option	$48.87	2017-02-09	common stock (14500)	224430	Direct
ooption	$32.19	2018-02-28	common stock (57300)	281730	Direct
option	$17.34	2019-03-05	common stock (100000)	381730	Direct
option	$28.82	2020-02-22	common stock (39900)	421630	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, 2011.

F2: The shares vest at the end of four years.

F3: There shares are performance shares that will vest in 2011 based on performance criteria metrics. Peer criteria is expected in April 2011.

F4: These awares were a special grant that vest in three equal installments of 1/2 each year, beginning on the first anniversary of the grant date.

F5: The options become exercisable in three equal installments of 1/3 each year, beginning on the first anniversary of the grant date.

F6: The options become exercisable in five equal installments of 1/5 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 prior stock awards 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 February 25, 2011, Mr. Trumbull was credited with 6.01 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 deferred compensation either in shares of Franklin common stock or in cash.