FRANKLIN ELECTRIC CO INC — Director's Dealing 2012

Feb 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN ELECTRIC CO INC (fele)
CIK: 0000038725
Period of Report: 2012-02-23

Reporting Person: BROWN DAVID T (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-23	stock units	$	A	56.62	Acquired		common stock (56.62)	Direct

Footnotes

F1: 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 7, 2006, Mr. Brown elected to receive his 2008-2012 board of directors retainer, meeting fees and stock award 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 23, 2012, Mr. Brown was credited with 56.62 Stock Units for meeting attendance. At distribution, Mr. Brown may elect pursuant to the terms of the Plan to receive his deferred compensation either in shares of Franklin common stock or in cash.