X0202 4 2006-05-25 0 0000038725 FRANKLIN ELECTRIC CO INC FELE 0001275975 FERGUSON DIANA SUE C/O SARA LEE CORP 70 W MADISO ST CHICAGO IL 60602 1 0 0 0 Common Stock 3620 D Option 32.51 2014-05-05 Common Stock 8000 8000 D Stock Units 2006-05-25 4 A 0 4 A Common Stock 4 2089 D Stock Units 2006-08-17 4 A 0 4 A Common Stock 4 2093 D The options become exercisable in three equal installments of 1/3 each year, beginning on the first anniversary of the grant date. 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, Ms. Ferguson elected to receive her 2004 and 2005 board of directors retainer in Franklin Electric Co., Inc. common stock, issuance of such shares deferred until she retires or otherwise leaves the board of directors (e.g. Stock Units). On May 25, 2006, Ms. Ferguson was credited with 4 Stock Units for dividends that would have been paid on such deferred shares. At distribution, Ms. Ferguson may elect pursuant to the terms of the Plan to receive her deferred compensation either in shares of Franklin common stock or in cash. 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, Ms. Ferguson elected to receive her 2004 and 2005 board of directors retainer in Franklin Electric Co., Inc. common stock, issuance of such shares deferred until she retires or otherwise leaves the board of directors (e.g. Stock Units). On August 17, 2006, Ms. Ferguson was credited with 4 Stock Units for dividends that would have been paid on such deferred shares. At distribution, Ms. Ferguson may elect pursuant to the terms of the Plan to receive her deferred compensation either in shares of Franklin common stock or in cash. Michael K. Butchko, Power of Attorney for Diana S. Ferguson 2006-08-18