X0304 4 2012-02-23 0 0000038725 FRANKLIN ELECTRIC CO INC fele 0001326561 Wathen David M 5155 INKSTER ROAD BLOOMFIELD HILLS MI 48302 1 0 0 0 stock units 2012-02-23 4 A 0 55.03 A common stock 55.03 21651.26 D 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. Wathen elected to receive his 2005-2012 board of directors retainer, stock award, and meeting fees 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. Wathen was credited with 55.03 Stock Units for payment of board dividends, which would have been paid on such deferred shares. At distribution, Mr. Wathen may elect pursuant to the terms of the Plan to receive his deferred compensation either in shares of Franklin common stock or in cash. Angela M. Hughes, power of attorney for David M. Wathen 2012-03-05