exhibit10_2.htm


    FRANKLIN
ELECTRIC CO., INC.

     

    DEFERRED
COMPENSATION PLAN

     

    Effective
December 12, 2008

     


    
      
        
          December
2008

        

         


      

      
         


        
          

        

      

      
         


      

    


    INTRODUCTION

     

    This
Franklin Electric Co., Inc. ("Franklin") Deferred Compensation Plan (the "Plan")
is hereby established, effective December 12, 2008, to allow eligible
executive officers of Franklin and certain affiliates to defer receipt of
portions of their base salary and bonus awards.  The Plan is unfunded
and is maintained by Franklin primarily for the purpose of providing deferred
compensation for a select group of management or highly-compensated
employees.

     

    ARTICLE
1.

     

    


     

    DEFINITIONS

     

    
      	
              1.1.  

            	
              "Account" shall
      mean the bookkeeping account maintained for each Participant to record his
      Salary Deferrals, and the amount of any Awards he has elected to defer under this
      Plan, as adjusted pursuant
      to Article 5.  

            


    

     

    
      	
              1.2.  

            	
              "Administrator"
      shall mean Franklin.  The duties of the Administrator shall be
      performed by the Committee.

            


    

     

    
      	
              1.3.  

            	
              "Affiliated
      Company" shall mean Franklin and any company or corporation
      directly or indirectly controlled by
Franklin.

            


    

     

    
      	
              1.4.  

            	
              "Award" shall
      mean the amount awarded to a Participant as a bonus under any bonus
      program adopted by Franklin from time to
time.

            


    

     

    
      	
              1.5.  

            	
              "Award Deferral
      Agreement" shall mean a Deferral Agreement filed in accordance with
      the award deferral program described in Article
  3.

            


    

     

    
      	
              1.6.  

            	
              "Board" shall
      mean the board of directors of
Franklin.

            


    

     

    
      	
              1.7.  

            	
              "Code" shall
      mean the Internal Revenue Code of 1986, as amended from time to
      time.

            


    

     

    
      	
              1.8.  

            	
              "Committee"
      shall mean the Board or a committee designated by the
    Board.

            


    

     

    
      	
              1.9.  

            	
              "Compensation"
      shall mean the base compensation and Award payable to an Eligible
      Executive.

            


    

     

    
      	
              1.10.  

            	
              "Deferral
      Agreement" shall mean either an Award Deferral Agreement or a
      Salary Deferral Agreement, or both if the context so
      requires.  A Deferral Agreement shall be a completed agreement
      between an Eligible Executive and a Participating Company of which he is
      an employee under which the Eligible Executive agrees to defer an Award or
      make Salary Deferrals under the Plan, as the case may be.  The
      Deferral Agreement shall be on a form prescribed by the Administrator and
      shall include any amendments, attachments or
  appendices.

            


    

     

    
      	
              1.11.  

            	
              "Distribution
      Option(s)" shall mean, with respect to an Account under the Plan,
      the election by the Participant of the form of payment Distribution Option
      elections made on the initial Deferral
  Agreement.

            


    

     

    
      	
              1.12.  

            	
              "Effective Date"
      shall mean December 12, 2008 or, with respect to the Eligible
      Executives of a company or corporation that adopts the Plan, the date such
      company or corporation becomes a Participating
  Company.

            


    

     

    
      	
              1.13.  

            	
              "Eligible
      Executive" shall mean an executive officer of a Participating
      Company who is so notified of his eligibility in writing by the
      Administrator, at any time after the Administrator has designated any
      other executive officer or former executive officer of an Affiliated
      Company as an Eligible Executive; provided, however, that only those
      executive officers or former executive officers considered to be a select
      group of management or highly compensated may be designated as Eligible
      Executives under this Plan.  Any change to the eligibility must
      be pre-approved by the Management Organization and Compensation Committee
      of the Board.

            


    

     

    
      	
              1.14.  

            	
              "Employment
      Termination" shall mean, with respect to a Participant, the
      termination of the Participant's employment for any reason by the
      Participating Company that had been employing the Participant and all
      other Affiliated Companies; provided, however, that no event shall
      constitute an "Employment Termination" under this Plan if it does not
      constitute a "separation from service" within the meaning of Code section
      409A(a)(2)(A)(i).

            


    

     

    
      	
              1.15.  

            	
              "Participant"
      shall mean, except as otherwise provided in Article 2, each Eligible
      Executive who has executed a Deferral Agreement as described in Section
      2.1.

            


    

     

    
      	
              1.16.  

            	
              "Participating
      Company" shall mean Franklin and any company or corporation
      directly or indirectly controlled by Franklin which the Board designates
      for participation in the Plan in accordance with Section
      8.5(b).

            


    

     

    
      	
              1.17.  

            	
              "Plan" shall
      mean the Franklin Electric Co., Inc. Deferred Compensation Plan, as
      amended from time to time.

            


    

     

    
      	
              1.18.  

            	
              "Plan
      Year"  shall mean the Effective Date through December 31,
      2008 and, thereafter, the calendar
year.

            


    

     

    
      	
              1.19.  

            	
              "Salary
      Deferrals" shall mean the amounts credited to a Participant's
      Account under Section 4.3.

            


    

     

    
      	
              1.20.  

            	
              "Salary Deferral
      Agreement" shall mean a completed agreement between an Eligible
      Executive and a Participating Company of which he is an employee under
      which the Eligible Executive agrees to make Salary Deferrals under the
      Plan in accordance with the salary-deferral program described in Article
      4.  The Salary Deferral Agreement shall be on a form prescribed
      by the Administrator and shall include any amendments, attachments or
      appendices.

            


    

     

    
      	
              1.21.  

            	
              "Trust" shall
      mean the trust, if any, established to hold assets of the Plan and which
      substantially conforms to the terms of the Internal Revenue Service model
      trust as described in Revenue Procedure 92-64, 1992-2 C.B.
      422.

            


    

     

    
      	
              1.22.  

            	
              "Unforeseeable
      Emergency" shall mean a severe financial hardship as defined in
      Section 6.3 of this Plan.

            


    

     

    
      	
              1.23.  

            	
              "Valuation Date"
      shall mean each business day on which the securities markets are
      open.

            


    

     

    ARTICLE
2.

     

    


     

    MEMBERSHIP AND DEFERRAL
AGREEMENTS

     

    
      	
              2.1.  

            	
              In
      General.

            


    

     

    
      	
              (a)  

            	
              An
      Eligible Executive shall become a
      Participant as of the date he files his initial
      Deferral Agreement with the Administrator.  However, such
      Deferral Agreement shall be effective for purposes of deferring an Award
      or making Salary Deferrals only as provided in Articles 3 and
      4.

            


    

     

    
      	
              (b)  

            	
              A
      Deferral Agreement shall be in writing and properly completed on a form
      approved by the Administrator, which shall be the sole judge of the proper
      completion thereof.  Except as provided in Sections 3 or 4, such
      Agreement shall provide for the deferral of an Award or for Salary
      Deferrals, shall specify the Distribution Option applicable to the
      deferrals, and may include such other provisions as the Administrator
      deems appropriate.  A Deferral Agreement and Distribution Option
      elected shall not be revoked or modified with respect to the allocation of
      prior deferrals except pursuant to Section 2.2 or Article
    6.

            


    

     

    
      	
              (c)  

            	
              As
      a condition of membership the Administrator may require such other
      information as it deems
appropriate.

            


    

     

    
      	
              2.2.  

            	
              Modification of
      Deferral Agreement.

            


    

     

    
      	
              (a)  

            	
              A
      Participant may elect to change, modify or revoke a Deferral Agreement as
      follow:

            


    

     

    
      	
              (i)  

            	
              With
      respect to an Award attributable to a Participant's service for a calendar
      year, the Participant may change the amount he elects to defer by
      completing and filing an Award Deferral Agreement prior to June 30 of that
      calendar year, as provided in Article
3.

            


    

     

    
      	
              (ii)  

            	
              A
      Participant may change the rate of his future Salary Deferrals, or suspend
      his Salary Deferrals prior to the beginning of a calendar year for that
      calendar year or on account of Unforeseeable
  Emergency.

            


    

     

    
      	
              2.3.  

            	
              Employment
      Termination:  Re-employment.

            


    

     

    
      	
              (a)  

            	
              A
      Participant's deferrals shall cease, subject to Section 2.4, upon a
      Participant's Employment
Termination.

            


    

     

    
      	
              (b)  

            	
              Upon
      re-employment as an Eligible Executive, a former Participant may become a
      Participant again as follows:

            


    

     

    
      	
              (i)  

            	
              in
      the case of a former Participant who prior to re-employment received the
      balance in his Account, by executing a Deferral Agreement under Section
      2.1 as though for all purposes of the Plan the Affiliated Companies had
      never employed the former
Participant;

            


    

     

    
      	
              (ii)  

            	
              in
      the case of a former Participant who prior to re-employment did not
      receive the balance in his Account, by executing a Deferral Agreement
      under Section 2.1; provided his Distribution Options and beneficiary
      designation with respect to the balance in his Account shall remain in
      effect.

            


    

     

    
      	
              2.4.  

            	
              Change in
      Status.

            


    

     

    
      	
              (a)  

            	
              In
      the event that a Participant ceases to be an Eligible Executive with
      respect to Salary Deferrals but continues to be employed by an Affiliated
      Company, his Salary Deferrals shall thereupon be suspended until such time
      as he shall once again become an Eligible Executive.  All other
      provisions of his Salary Deferral Agreement shall remain in force and he
      shall continue to be a Participant of the
Plan.

            


    

     

    
      	
              (b)  

            	
              In
      the event that a Participant ceases to be an Eligible Executive with
      respect to the deferral of Awards but continues to be employed by an
      Affiliated Company, he shall continue to be a Participant of the Plan but
      shall not be eligible to defer any portion of any future Awards until such
      time as he shall once again become an Eligible
  Executive.

            


    

     

    ARTICLE
3.

     

    


     

    AWARD DEFERRAL
PROGRAM

     

    
      	
              3.1.  

            	
              Filing
      Requirements.

            


    

     

    
      	
              (a)  

            	
              (i)  With
      respect to an Award for services rendered for a Plan Year or a period of
      years (in the case of a long-term Award), an Eligible Executive may elect
      up to 90% of that Award.  Such election shall be made by filing
      an Award Deferral Agreement with the Administrator on or before the close
      of business on June 30 of that calendar year, or, in the case of a
      long-term Award, by June 30 of the initial year.  In the
      event that June 30 does not fall on a weekday, such filing must be made by
      the close of business on the last prior business
  day.

            


    

     

    
      	
               
      

            	
              (ii)  Notwithstanding
      the foregoing, for the initial Plan Year, an Eligible Executive, pursuant
      to transition relief rules issued by the Internal Revenue Service, may
      elect to defer an Award, including a long-term Award, payable in 2009 by
      filing an Award Deferral Agreement within 20 days of the Effective Date
      (but in no event later than December 31,
2008.)

            


    

     

    
      	
              (b)  

            	
              With
      respect to an Award identified in Section 1.6, an Eligible Executive's
      election to defer a portion of his Award shall be
      effective on the last day that such deferral may be elected under Section
      3.1(a) or 3.1(b) and shall be effective only for the Award in
      question.  An Eligible Executive may not revoke or change his
      election to defer all or a portion of his Award at any time after the date
      the election becomes effective, as described in the preceding
      sentence.

            


    

     

    
      	
              3.2.  

            	
              Amount of
      Deferral.

            


    

     

    
      	
              (a)  

            	
              The
      maximum Award deferred shall be 90% of any Award, and must be in 10%
      increments.

            


    

     

    
      	
              (b)  

            	
              The
      minimum amount which an Eligible Executive may defer in any year shall be
      the lesser of $5,000 or the maximum amount determined under Section 3.2(a)
      above.  If an Eligible Executive elects to defer less than this
      amount, his election shall not be
effective.

            


    

     

    
      	
              3.3.  

            	
              Crediting to
      Account.  The amount of Award which an Eligible Executive
      has elected to defer for a calendar year shall be credited to his Account
      as of the Valuation Date coincident with or next following the date the
      Award would have been paid to the Eligible
  Executive.

            


    

     

    ARTICLE
4.

     

    


     

    SALARY DEFERRAL
PROGRAM

     

    
      	
              4.1.  

            	
              Filing
      Requirements.

            


    

     

    
      	
              (a)  

            	
              Effective
      as of January 1, 2009, an individual who becomes an Eligible Executive on
      or after the Effective Date may file a Salary Deferral Agreement with the
      Administrator within thirty (30) days after he becomes an Eligible
      Executive, in such manner as the Administrator may
    prescribe.

            


    

     

    
      	
              (b)  

            	
              An
      Eligible Executive who fails to file a Salary Deferral Agreement with the
      Administrator as provided in Section 4.1(b) may file a Salary Deferral
      Agreement during any December for deferrals of salary otherwise payable
      for services during in the following calendar
  year.

            


    

     

    
      	
              4.2.  

            	
              Salary Deferral
      Agreement.  An Eligible Executive's Salary Deferral
      Agreement shall authorize a reduction in his base pay with respect to his
      Salary Deferrals under the Plan.  The Agreement shall be
      effective for payroll periods beginning on or after the later of (a) the
      Effective Date; or (b) the first day of the month following the date
      the Salary Deferral Agreement is filed with the Administrator in
      accordance with Section 4.1.  Paychecks applicable to those
      payroll periods shall be reduced
accordingly.

            


    

     

    
      	
              4.3.  

            	
              Amount of Salary
      Deferrals.  Effective as soon as practicable after each
      pay date following the effective date of an Eligible Executive's Salary
      Deferral Agreement, his Accounts shall be credited with an amount of
      Salary Deferral, if any, for each payroll period, as he elects in his
      Salary Deferral Agreement. The maximum percentage deferral is 50%, and
      must be made in 10% increments.

            


    

     

    
      	
              4.4.  

            	
              Changing Salary
      Deferrals.

            


    

     

    
      	
              (a)  

            	
              An
      Eligible Executive's election on his Salary Deferral Agreement of the rate
      at which he authorizes Salary Deferrals under the Plan shall remain in
      effect in subsequent calendar years unless he files with the Administrator
      an amendment to his Salary Deferral Agreement modifying or revoking such
      election.  The amendment shall be filed by December 31 and shall
      be effective for payroll periods beginning on or after the following
      January 1.

            


    

     

    
      	
              (b)  

            	
              Notwithstanding
      Section 4.4(a), an Eligible Executive may, in the event of an
      Unforeseeable Emergency, request a suspension of his Salary Deferrals
      under the Plan.  The request shall be made in a time and manner
      determined by the Administrator, and shall be effective as of such date as
      the Administrator prescribes.  The Eligible Executive may apply
      to the Administrator to resume his Salary Deferrals with respect to
      payroll periods beginning on or after the January 1 following the date the
      Unforeseeable Emergency no longer
exists.

            


    

     

    ARTICLE
5.

     

    


     

    MAINTENANCE OF
ACCOUNTS

     

    
      	
              5.1.  

            	
              Accounts
      Generally.

            


    

     

    The
Administrator shall credit Deferrals to an Account, which shall be a record
keeper entry, adjusted for earnings or losses, pursuant to Section
5.2.

     

    
      	
              5.2.  

            	
              Adjustment of Account
      for Earnings/Losses.

            


    

     

    
      	
              (a)  

            	
              As
      of each Valuation Date, a Participant's Account shall be credited or
      debited with the amount of earnings or losses with which such Account
      would have been credited or debited, assuming it had been invested in one
      or more investment funds, or earned the rate of return of one or more
      indices of investment performance based on those funds actually used for
      the Franklin 401(k) Plan and set forth in Schedule 5.2, as amended
      from time to time, and elected by the Participant or former Participant,
      for purposes of measuring the investment performance of his
      Account.

            


    

     

    
      	
              (b)  

            	
              The
      designation of any such investment funds or indices shall not require the
      Affiliated Companies to invest or earmark their general assets in any
      specific manner.

            


    

     

    
      	
              5.3.  

            	
              Investment Performance
      Elections.  Each Participant and, if applicable, former
      Participant, shall file an initial investment election with the
      Administrator with respect to the investment of his Account within such
      time period and on such written form or identity-secured internet or
      telephonic means as the Administrator may prescribe.  The
      election shall designate the investment fund or funds or index or indices
      of investment performance which shall be used to measure the investment
      performance of the Participant's
Account.

            


    

     

    
      	
              5.4.  

            	
              Changing Investment
      Elections.  As of any Valuation Date, a Participant may
      change his election in Section 5.3 with respect to his future Award and
      Salary Deferrals or may reallocate the current balance of his Account,
      thereby changing the investment fund or funds or index or indices of
      investment performance used to measure the future investment performance
      of his existing Account balance, by filing an appropriate written form or
      through identity-secured internet or telephonic means as approved by the
      Administrator from time to time.

            


    

     

    
      	
              5.5.  

            	
              Vesting of
      Account.  Each Participant shall be fully vested in his
      Account.

            


    

     

    
      	
              5.6.  

            	
              Individual Account
      Records.  The Administrator shall maintain, or cause to
      be maintained, records showing the individual balances of his
      Account.  At least once a year, each Participant and, if
      applicable, former Participant shall be furnished with a statement setting
      forth she value of his Account.

            


    

     

    ARTICLE
6.

     

    


     

    PAYMENT OF
BENEFITS

     

    
      	
              6.1.  

            	
              Commencement of
      Payment.

            


    

     

    
      	
              (a)  

            	
              Except
      as provided in Section 6.3, the distribution of the Participant's or
      former Participant's Account shall commence, pursuant to Section 6.2, on
      or after the occurrence of the Participant's Employment
      Termination.

            


    

     

    
      	
              (b)  

            	
              At
      any time that Franklin or a Participating Company is publicly traded on an
      established securities market or otherwise, any Participant employed by
      that Participating Company who is a "key employee" within the meaning of
      Code section 416(i) (without regard to paragraph (5) of that subsection)
      shall not receive a distribution on account of Employment Termination
      before six months after the date of the Participant's Employment
      Termination.

            


    

     

    
      	
              6.2.  

            	
              Method of
      Payment.  Each of a Participant's or former Participant's
      Account shall be distributed to him, or in the event of his death to his
      Beneficiary, in a cash single sum payment as soon as administratively
      practicable following the 1st of the month following the date the
      Participant the distributable event.  Notwithstanding the
      foregoing, a Participant may make a Distribution Option election to
      receive distribution of his Account in semi-annual installments over a
      period not to exceed ten (10) years.  Installments shall be
      determined as of each June 30 and December 31 and shall be paid as soon as
      administratively practicable thereafter.  Installments shall
      commence as of the July 1 or January 1 coincident with or next following
      the date the Participant incurs the distributable event elected as a
      Distribution Option under Section 6.1, or as soon as administratively
      practicable thereafter.  The amount of each installment shall
      equal the balance in the Account as of the Valuation Date of
      determination, divided by the number of remaining installments (including
      the installment being determined).  The Distribution Option
      election shall be irrevocable.

            


    

     

    
      	
              6.3.  

            	
              Hardship
      Withdrawal.

            


    

     

    
      	
              (a)  

            	
              While
      employed by the Participating Companies, a Participant or former
      Participant may, in the event of an Unforeseeable Emergency, as defined
      below, request a withdrawal from his Account.  The request shall
      be made in a time and manner determined by the Administrator, shall not be
      for a greater amount than the amount reasonably needed to satisfy the
      emergency need, plus amounts necessary to pay taxes reasonably anticipated
      as a result of the distribution, and shall be subject to approval by the
      Administrator.

            


    

     

    
      	
              (b)  

            	
              Unforeseeable
      Emergency shall be determined by the Administrator in its sole discretion,
      and shall mean severe financial hardship to the Participant resulting from
      a sudden and unexpected illness or accident of the Participant, the
      Participant's spouse, or of a dependent (as defined in Section 152(a) of
      the Code), loss of the Participant's property due to casualty, or other
      similar extraordinary and unforeseeable circumstances arising as a result
      of events beyond the control of the Participant.  The
      circumstances that will constitute an Unforeseeable Emergency will depend
      upon the facts of each case, but, in any case, payment may not be made to
      the extent that such hardship is or may be
  relieved:

            


    

     

    
      	
              (i)  

            	
              Through
      reimbursement or compensation by insurance or otherwise;
  or

            


    

     

    
      	
              (ii)  

            	
              By
      liquidation of the Participants assets, to the extent the liquidation of
      such assets would not itself cause severe financial
    hardship.

            


    

     

    Examples
of what are not considered to be Unforeseeable Emergencies include the need to
send a Participant's child to college or the desire to purchase a
home.

     

    
      	
              6.4.  

            	
              Designation of
      Beneficiary.  A Participant or former Participant may, in
      a time and manner determined by the Administrator, designate a beneficiary
      and one or more contingent beneficiaries (which may include the
      Participant's or former Participant's estate) to receive any benefits
      which may be payable under this Plan upon his death.  If the
      Participant or former Participant fails to designate a beneficiary or
      contingent beneficiary, or if the beneficiary and the contingent
      beneficiaries fail to survive the Participant or former Participant, such
      benefits shall be paid to the Participant's or former Participant's
      estate.  A Participant or former Participant may revoke or
      change any designation made under this Section 6.4 in a time and
      manner determined by the
Administrator.

            


    

     

    
      	
              6.5.  

            	
              Status of Account
      Pending Distribution.  Pending distribution, a former
      Participant's Account shall continue to be credited with earnings and
      losses as provided in Section 5.2.  The former Participant shall
      be entitled to change his investment elections under Section 5.3 or apply
      for hardship withdrawals under Section 6.3 to the same extent as if he
      were a Participant of the Plan.

            


    

     

    
      	
              6.6.  

            	
              Installments and
      Withdrawals Pro-Rata.  In the event of an installment
      payment or hardship withdrawal, such payment or withdrawal shall be made
      on a pro-rata basis from the portions of the Participant's or former
      Participant's existing Account balance which are subject to different
      measures of investment performance.

            


    

     

    ARTICLE
7.

     

    


     

    AMENDMENT OR
TERMINATION

     

    
      	
              7.1.  

            	
              Right to
      Terminate.  The Board may, in its sole discretion,
      terminate this Plan and the related Deferral Agreements at any
      time.  To the extent consistent with Section 8.7, each
      Participant, former Participant and beneficiary shall, in that event,
      receive a single sum payment equal to the balance in his
      Account.  In that event, the single sum payment shall be made as
      soon as practicable following the date the Plan is terminated and shall be
      in lieu of any other benefit which may be payable to the Participant,
      former Participant or beneficiary under this Plan.  To the
      extent such single sum payments would violate Section 8.7; those benefits
      shall be paid according the Deferral Agreements in effect immediately
      before the Plan termination.

            


    

     

    
      	
              7.2.  

            	
              Right to
      Amend.  The Board may, in its sole discretion, amend this
      Plan and the related Deferral Agreements on thirty (30) days' prior notice
      to the Participants and, where applicable, former
      Participants.  If any amendment to this Plan or to the Deferral
      Agreements shall adversely affect the rights of a Participant or former
      Participant, such individual must consent in writing to such amendment
      prior to its effective date.  Notwithstanding the foregoing, the
      change in any investment funds or investment index under Section 5.1 or
      the restriction of future deferrals under the salary deferral program or
      award deferral program shall not be deemed to adversely affect any
      Participant's or former Participant's
rights.

            


    

     

    
      	
              7.3.  

            	
              Uniform
      Action.  Notwithstanding anything in the Plan to the
      contrary, any action to amend or terminate the Plan or the Deferral
      Agreements must be taken in a uniform and nondiscriminatory
      manner.

            


    

     

    ARTICLE
8.

     

    


     

    GENERAL
PROVISIONS

     

    
      	
              8.1.  

            	
              No
      Funding.  Nothing contained in this Plan or in a Deferral
      Agreement shall cause this Plan to be a funded retirement
      plan.  Neither a Participant, former Participant, his
      beneficiary, contingent beneficiaries, heirs or personal representatives
      shall have any right, title or interest in or to any funds of the trust or
      the Affiliated Companies on account of this Plan or on account of having
      completed a Deferral Agreement.  The assets held in any trust
      shall be subject to the claims of creditors of Franklin.  Each
      Participant or former Participant shall have the status of a general
      unsecured creditor of the Affiliated Companies and this Plan constitutes a
      mere promise by the Affiliated Companies to make benefit payments in the
      future.

            


    

     

    
      	
              8.2.  

            	
              No Contract of
      Employment.  The existence of this Plan or of a Deferral
      Agreement does not constitute a contract for continued employment between
      an Eligible Executive or a Participant and an Affiliated Company. The
      Affiliated Companies reserve the right to modify Eligible Executive's or
      Participant's remuneration and to terminate an Eligible Executive or a
      Participant for any reason and at any time, notwithstanding the existence
      of this Plan or of a Deferral
Agreement.

            


    

     

    
      	
              8.3.  

            	
              Withholding
      Taxes.  All payments under this Plan and all amounts
      credited to Accounts hereunder shall be net (unless withholdings are, with
      the Administrator's consent, netted from other income) of an amount
      sufficient to satisfy any federal, state or local income and employment
      tax withholding requirements.

            


    

     

    
      	
              8.4.  

            	
              Non-alienation.  The
      right to receive any benefit under this Plan may not be transferred,
      assigned, pledged or encumbered by a Participant, former Participant,
      beneficiary or contingent beneficiary in any manner and any attempt to do
      so shall be void.  No such benefit shall be subject to
      garnishment, attachment or other legal or equitable process without the
      prior written consent of the Affiliated
  Companies.

            


    

     

    
      	
              8.5.  

            	
              Administration.

            


    

     

    
      	
              (a)  

            	
              This
      Plan shall be administered by the Committee.  Certain
      administrative functions, as set forth in the Plan, shall be the
      responsibility of the Administrator.  The Committee shall
      interpret the Plan with discretionary authority, establish regulations to
      further the purposes of the Plan and take any other action necessary to
      the proper operation of the Plan in accordance with guidelines established
      by the Committee or, if there are no such guidelines, consistent with
      furthering the purpose of the Plan.

            


    

     

    
      	
              (b)  

            	
              The
      Board, in its sole discretion and upon such terms as it may prescribe, may
      permit any company or corporation directly or indirectly controlled by
      Franklin to participate in the
Plan.

            


    

     

    
      	
              (c)  

            	
              Prior
      to paying any benefit under this Plan, the Administrator or the Committee
      may require the Participant, former Participant, beneficiary or contingent
      beneficiary to provide such information or material as they, in their sole
      discretion, shall deem necessary for it to make any determination it may
      be required to make under this Plan.  The Committee or
      Administrator may withhold payment of any benefit under this Plan until it
      receives all such information and material and is reasonably satisfied of
      its correctness and genuineness.

            


    

     

    
      	
              (d)  

            	
              Subject
      to applicable law, any interpretation of the provisions of the Plan and
      any decision on any matter within the discretion of the Committee made by
      the Committee in good faith shall be binding on all persons.  A
      misstatement or other mistake of fact shall be corrected when it becomes
      known and the Committee shall make such adjustment on account thereof as
      the Committee considers equitable and
  practicable.

            


    

     

    
      	
              (e)  

            	
              If
      a claim for benefits made by a Participant or his beneficiary is denied,
      the Administrator shall within ninety (90) days (or one hundred eighty
      (180) days if special circumstances require an extension of time) after
      the claim is made furnish the person making the claim with a written
      notice specifying the reasons for the denial.  Such notice shall
      also refer to the pertinent Plan provisions on which the denial is based,
      describe any additional material or information necessary for properly
      completing the claim and explain why such material or information is
      necessary, and explain the Plan's claim review procedures.  If
      requested in writing, the Committee shall afford each claimant whose claim
      has been denied a full and fair review of the Administrator's decision
      and, within sixty (60) days (one hundred twenty (120) days if special
      circumstances require additional time) of the request for reconsideration
      of the denied claim, the Committee shall notify the claimant in writing of
      the Committee's final decision.

            


    

     

    
      	
              8.6.  

            	
              Construction.

            


    

     

    
      	
              (a)  

            	
              The
      Plan is intended to constitute an unfunded deferred compensation
      arrangement for a select group of management or highly compensated
      employees and a rights hereunder shall, to the extent not preempted by
      federal law, be governed by and construed in accordance with the laws of
      the State of Indiana without giving effect to applicable principles of
      conflicts of law to the extent that the application of the law of another
      jurisdiction would be required
thereby.

            


    

     

    
      	
              (b)  

            	
              The
      masculine pronoun shall mean the feminine wherever
      appropriate.

            


    

     

    
      	
              (c)  

            	
              The
      captions in this Plan document are inserted as a matter of convenience and
      shall not affect the construction of the
Plan.

            


    

     

    
      	
              8.7.  

            	
              Code Section 409A
      Standards.  This Plan, and all Deferral Agreements
      pursuant to this Plan, shall be affected, interpreted, and applied in a
      manner consistent with the standards for nonqualified deferred
      compensation plans established by Code section 409A and its interpretive
      regulations (the "Section 409A Standards"). To the extent that any terms
      of the Plan or a Deferral Agreement would subject any Participant to gross
      income inclusion, interest, or additional tax pursuant to Code section
      409A, those terms are to that extent superseded by the applicable Section
      409A Standards.

            


    

     

    


     

    This Plan
adopted by Franklin as of the Effective Date, and signed by an authorized
officer hereof as of its ratification by the Board on December 12,
2008.

     

    By:                                                              

    


    Title:                                                                

    



    
      
        
          December 2008
                                                              
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    SCHEDULE
5.2

    FRANKLIN
ELECTRIC CO., INC.

    DEFERRED
COMPENSATION PLAN

    


    Pursuant
to Section 5.2 of the Plan, the investment benchmarks offered, as of
December 12, 2008, are:

     

    1.           Wells
Fargo Stable Return Fund

    2.           American
Beacon Large Cap Value Fund

    3.           American
Century Small Company Fund

    


    Dated
this 12th day of December 2008.

     

    
      	
              BDDB01
      5473903v1

            


    

    



    
      
        
          December 2008
                                                              
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