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: BRADY JEROME D (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-25	stock units	$	A	16.85	Acquired		common stock (16.85)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
common stock	34176	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
option	$24.9756	2012-04-19	common stock (20000)	20000	Direct
option	$25.225	2013-04-25	common stock (8000)	28000	Direct
option	$32.51	2014-05-18	common stock (8000)	36000	Direct

Footnotes

F1: The options become exercisable in three equal installments of 1/3 each year, beginning on the first anniversary of the grant date.

F2: 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. Brady 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. Brady was credited with 16.85 Stock Units for dividends that would have been paid on such deferred shares. At distribution, Mr. Brady may elect pursuant to the terms of the Plan to receive his deferred compensation either in shares of Franklin common stock or in cash.