FRANKLIN ELECTRIC CO., INC.





               NONEMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN

                               February 11, 2000




































<PAGE>


                               TABLE OF CONTENTS
                               -----------------

                                                                  Page
                                                                  ----

SECTION I - INTRODUCTION ....................................      -3-

SECTION II - SHARES SUBJECT TO THE PLAN .....................      -3-

SECTION III - PLAN PARTICIPANTS .............................      -3-

SECTION IV - DEFERRAL ELECTIONS..............................      -3-

SECTION V - PARTICIPANT ACCOUNTS.............................      -4-

SECTION VI - DISTRIBUTION OF ACCOUNTS........................      -5-

SECTION VII - ADMINISTRATION OF THE PLAN.....................      -6-

SECTION VIII - AMENDMENT OR TERMINATION......................      -7-

SECTION IX - GENERAL PROVISIONS..............................      -8-


































<PAGE>


                                 FRANKLIN ELECTRIC CO., INC.
                   NONEMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN


                           SECTION I - INTRODUCTION
                           ------------------------

     Franklin Electric Co., Inc., an Indiana corporation (the "Company")
hereby establishes a plan to be known as the Nonemployee Directors' Deferred
Compensation Plan (the "Plan") for members of its Board of Directors (the
"Board"), who are not employees of the Company or an affiliate of the Company
(the "Nonemployee Directors").  The Plan is effective as of February 11, 2000
(the "Effective Date").


                   SECTION II - SHARES SUBJECT TO THE PLAN
                   ---------------------------------------

     (a)   NUMBER OF SHARES.  Subject to adjustment as provided in Section II
(b) herein, the total number of Shares available for issuance under the Plan
shall be twenty-five (25,000) shares of common stock.  Such shares of common
stock may be either authorized but unissued, reacquired or a combination
thereof.

     (b)   ADJUSTMENT IN AVAILABLE SHARES OF COMMON STOCK.  Any increase in
the number of outstanding shares of common stock of the Company occurring
through stock splits or stock dividends after the adoption of the Plan shall
be reflected proportionately in an increase in the aggregate number of shares
of common stock then available for issuance under the Plan.  Any fractional
shares of common stock resulting from such adjustments shall be eliminated.
If changes in capitalization other than those considered above shall occur,
the Board shall make such adjustment in the number and class of shares of
common stock which may thereafter be issued, as the Board in its discretion
may consider appropriate, and all such adjustments shall be conclusive upon
all persons.


                        SECTION III - PLAN PARTICIPANTS
                        -------------------------------

     Each Nonemployee Director shall become a Participant under the Plan by
filing the written Election Form described in Section IV below with the Plan
Administrator appointed by the Personnel and Compensation Committee of the
Board (the "Committee") with respect to the Retainers payable to each
Participant for his or her services as a member of the Board.


                       SECTION IV - DEFERRAL ELECTIONS
                       -------------------------------

     (a)   Each Participant shall make the following election with respect to
his or her Retainer:

           (i)   The Participant may elect to defer receipt of his or her
     entire Retainer until the date on which his or her service on the Board


<PAGE>

     terminates for any reason, and have the cash value of such Retainer
     credited to the Stock Unit Account established for him or her under the
     Plan and converted to Stock Units, pursuant to the provisions of
     paragraph (a) of Section V below; or

           (ii)  If an election is not made pursuant to clause (i) above, a
     Participant shall receive, at the Participant's option, cash equal to the
     Retainer, or a distribution of a number of shares of common stock of the
     Company.  ("Common Stock") equal to the cash value of his or her Retainer
     divided by the Fair Market Value (as defined in paragraph (b) of
     Section IX) of a share of Common Stock on the date on which such Retainer
     is payable.  Such stock distribution shall be evidenced by a certificate
     representing the applicable number of shares of Common Stock, registered
     in the name of the Participant, and distributed to the Participant as
     soon as practicable after the date on which such Retainer is payable.

     (b)   Each election with respect to a Retainer for a calendar year shall
be set forth on an Election Form provided by the Plan Administrator.  Such
Election Form shall be in writing and shall specify the elections described
above with respect to Retainers.

     (c)   An Election Form effective for a calendar year shall be delivered
to the Plan Administrator prior to the first day of such calendar year.  An
Election Form shall remain in effect for subsequent calendar years until a
written notice to revise the Election Form is delivered to the Plan
Administrator on or before the first day of the calendar year in which the
revision is to become effective.  Except as provided in paragraph (d) below,
an initial Election Form or a revised Election Form shall only apply to a
Retainer otherwise payable to a Participant after the end of the calendar year
in which such initial or revised Election Form is delivered to the Plan
Administrator.  Any Election Form delivered by a Participant shall be
irrevocable with respect to any Retainer covered by the elections set forth
therein.  If an Election Form is not in effect for a Nonemployee Director for
a calendar year, he or she shall be deemed to have elected the cash
distribution option specified in clause (ii) of paragraph (a) of this Section
for such calendar year.

     (d)   Notwithstanding the preceding provisions of this Section:

           (i)   An election by a Participant with respect to a Retainer
     payable on or after April 1, 2000  may be made pursuant to an Election
     Form delivered to the Plan Administrator prior to March 31, 2000; and

           (ii)  An election made by a Participant in the calendar year in
     which he or she first becomes eligible to participate in the Plan may be
     made pursuant to an Election Form delivered to the Plan Administrator
     within thirty (30) days after the date on which he or she initially
     becomes eligible to participate, and such Election Form shall be
     effective with respect to Retainers earned from and after the date such
     Election Form is delivered to the Plan Administrator.


                       SECTION V - PARTICIPANT ACCOUNTS
                       --------------------------------

     (a)   (i)   A Retainer of a Participant deferred pursuant to clause (i)
     of paragraph (a) of Section IV shall be credited as a dollar amount to
     the Participant's Stock Unit Account as of the date on which payment of
<PAGE>

     such Retainer otherwise would have been paid, and shall be converted as
     of such date into Stock Units equivalent to Common Stock.  Such
     conversion shall be determined by dividing the dollar balance of the
     payment of such Retainer by the Fair Market Value of a share of Common
     Stock on such payment date.  The number of Stock Units for full shares of
     Common Stock so determined shall be credited to the Participant's Stock
     Unit Account and the aggregate value thereof shall be charged to the cash
     balance of his or her Stock Unit Account. Any cash balance remaining in
     the Participant's Stock Unit Account after such conversion, together with
     other subsequent credits of deferred Retainers thereto and credits
     thereto pursuant to clause (ii) next below, shall be converted into Stock
     Units on the next conversion date.

           (ii)  Additional credits shall be made to a Participant's Stock
     Unit Account in dollar amounts equal to the cash dividends (or the fair
     market value of dividends paid in property other than Common Stock) that
     the Participant would have received had he or she been the owner on each
     record date of a number of shares of Common Stock equal to the number of
     Stock Units in his or her Stock Unit Account on such date.  In the case
     of a dividend in Common Stock or a Common Stock split, additional credits
     will be made to a Participant's Stock Unit Account of a number of Stock
     Units equal to the number of full shares of Common Stock that the
     Participant would have received had he or she been the owner on each
     record date of a number of shares of Common Stock equal to the number of
     Stock Units in his or her Stock Unit Account on such date.  Any cash
     dividends (or dividends paid in property other than Common Stock) shall
     be converted into Stock Units at the next conversion date as set forth in
     clause (i) of this paragraph.

     (b)   Each Stock Unit Account shall be maintained on the books of the
Company until full payment of the balance thereof has been made to the
applicable Participant (or the beneficiaries of a deceased Participant).  No
funds shall be set aside or earmarked for any Stock Unit Account, which shall
be purely a bookkeeping device.


                    SECTION VI - DISTRIBUTION OF ACCOUNTS
                    -------------------------------------

     (a)   The entire balance of a Participant's Stock Unit Account shall be
paid to him or her (or to his or her beneficiaries in the event of his or her
death) in a single lump sum as of the January 31 next following the date the
Participant's service on the Board terminates for any reason.

     (b)   The balance of a Participant's Stock Unit Account shall be
distributed in shares of Common Stock or in cash as designated by the
Participant (or his or her beneficiaries in the event of his or her death) by
written notice delivered to the Plan Administrator prior to the applicable
January 31 distribution date.  If a timely designation is not received by the
Plan Administrator, distribution shall be made in cash or in Common Stock as
the Company shall decide.  In the event of a distribution in Common Stock, a
certificate representing a number of shares of Common Stock equal to the
number of Stock Units in the Participant's Stock Unit Account, registered in
the name of the Participant (or his or her beneficiaries), and any remaining
cash in the Stock Unit Account, shall be distributed to the Participant  (or
his or her beneficiaries).  In the event of a cash distribution, the
Participant (or his or her beneficiaries) shall receive an amount in cash
equal to the aggregate of (i) the number of  Stock Units in the Stock Unit
<PAGE>

Account multiplied by the Fair Market Value of a share of Common Stock on the
applicable January 31, and (ii) any remaining cash in the Stock Unit Account.

     (c)   If a Participant's service on the Board shall terminate by reason
of his or her death, or if he shall die after becoming entitled to
distribution hereunder, but prior to receipt of his or her entire
distribution, all cash or Common Stock then distributable hereunder with
respect to him or her shall be distributed to such beneficiary or
beneficiaries as such Participant shall have designated by an instrument in
writing last filed with the Committee prior to his or her death, or in the
absence of such designation or of any living beneficiary, to his or her
spouse, or if not then living, to his or her then living descendants, per
stirpes, or if none is then living, to the personal representative of his or
her estate, in the same manner as would have been distributed to the
Participant had he or she continued to live.

     (d)   In the written discretion of the Plan Administrator, and at the
written request of a Participant, up to 100% of the balance in his or her
Stock Unit Account, determined as of the last day of the calendar month prior
to the date of distribution, may be distributed to a Participant in a lump sum
in the case of an Unforeseeable Emergency, subject to the limitations set
forth below.  For purposes of this paragraph an Unforeseeable Emergency is a
severe financial hardship of the Participant resulting from a sudden and
unexpected illness or accident of the Participant or of a dependent (as
defined in Section 152(a) of the Internal Revenue Code of 1986, as amended) of
the Participant, 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,
as determined by the Plan Administrator in its discretion, 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;

           (ii)  By liquidation of the Participant's assets to the extent the
     liquidation of such assets would not itself cause severe
     financial hardship; or

           (iii) By cessation of deferrals under the Plan.

Withdrawal of amounts because of an Unforeseeable Emergency shall be permitted
only to the extent reasonably needed to satisfy the Unforeseeable Emergency.


                   SECTION VII - ADMINISTRATION OF THE PLAN
                   ----------------------------------------

     (a)   The Employee Benefits Committee of the Company, consisting of one
or more employees of the Company, shall act as the Plan Administrator.  The
Plan Administrator shall be responsible for the general operation and
administration of the Plan, and shall have such powers as are necessary to
discharge its duties under the Plan, including, without limitation, the
following:

           (i)   To construe and interpret the Plan, to decide all questions
     of eligibility, to determine the amount, manner and  time of payment of
<PAGE>

     any benefits hereunder, to prescribe rules and procedures to be followed
     by Participants and their beneficiaries under the Plan, and to otherwise
     carry out the purposes of the Plan; and

           (ii)  To appoint or employ individuals to assist in the
     administration of the Plan and any other agents deemed advisable.
     The decisions of the Plan Administrator shall be binding and conclusive
     upon all Participants, beneficiaries and other persons.

     (b)   Any Participant claiming a benefit, requesting an interpretation or
ruling, or requesting information, under the Plan, shall present the request
in writing to the Plan Administrator, which shall respond in writing as soon
as practicable.  If the claim or request is denied, the written notice of
denial shall state the following:

          (i)   The reasons for denial, with specific reference to the Plan
     provisions upon which the denial is based;

          (ii)  A description of any additional material or information
     required and an explanation of why it is necessary; and

          (iii) An explanation of the Plan's review procedure.

The initial notice of denial shall normally be given within ninety (90) days
after receipt of the claim.  If special circumstances require an extension of
time, the claimant shall be so notified and the time limit shall be one
hundred eighty (180) days.  Any person whose claim or request is denied, or
who has not received a response within thirty (30) days, may request review by
notice in writing to the Plan Administrator.  The original decision shall be
reviewed by the Plan Administrator, which may, but shall not be required to,
grant the claimant a hearing.  On review, whether or not there is a hearing,
the claimant may have representation, examine pertinent documents and submit
issues and comments in writing.  The decision on review shall ordinarily be
made within sixty (60) days.  If an extension of time is required for a
hearing or other special circumstances, the claimant shall be so notified and
the time limit shall be extended to one hundred twenty (120) days.  The
decision on review shall be in writing and shall state the reasons and the
relevant Plan provisions.  All decisions on review shall be final and bind all
parties concerned.


                    SECTION VIII - AMENDMENT OR TERMINATION
                    ---------------------------------------

     (a)   The Company intends the Plan to be  permanent but reserves the
right to amend or terminate the Plan when, in the sole opinion of the Company,
such amendment or termination is advisable.  Any such amendment or termination
shall be made pursuant to a resolution of the Board without further action on
the part of the Company's shareholders to the extent permitted by law,
regulation or stock exchange requirements, and shall be effective as of the
date of such resolution or such later date as the resolution may expressly
state.

     (b)   No amendment or termination of the Plan shall (i) directly or
indirectly deprive any current or former Participant or his or her
beneficiaries of all or any portion of his or her Stock Unit Account as
determined as of the effective date of such amendment or termination, or (ii)
directly or indirectly reduce the balance of any Account held hereunder as of
<PAGE>

the effective date of such amendment or termination.  Upon termination of the
Plan, distribution of balances in all Accounts shall be made to Participants
or their beneficiaries in the manner and at the time described in Section VI
as if each Participant's service on the Board had then terminated.  No
additional deferred Retainers shall be credited to the Stock Unit Accounts of
Participants after termination of the Plan, but the Company shall continue to
credit earnings, gains and losses to Stock Unit Accounts pursuant to Section
VI until the balances of such Stock Unit Accounts have been fully distributed
to Participants or their beneficiaries.

     (c)   No such amendment, modification or termination of the Plan may
occur without the approval of the stockholders of the Company, if stockholder
approval for such amendment, modification or termination is required by the
federal securities laws, any national securities exchange or system on which
the Shares are then listed or reported, or a regulatory body having
jurisdiction with respect thereto.


                        SECTION IX - GENERAL PROVISIONS
                        -------------------------------

     (a)   The Plan at all times shall be entirely unfunded and no provision
shall at any time be made with respect to segregating any assets of the
Company for payment of any benefits hereunder.  The right of a Participant or
his or her beneficiary to receive a benefit hereunder shall be an unsecured
claim against the general assets of the Company, and neither the Participant
nor a beneficiary shall have any rights in or against any specific assets of
the Company.  All amounts credited to Stock Unit Accounts shall constitute
general assets of the Company.

     (b)   For all purposes of the Plan, the Fair Market Value of a share of
Common Stock as of a given date shall be the closing sale price of a share of
common stock on the principal securities exchange on which the shares of
common stock are publicly traded, or if there is no such sale on the relevant
date, then on the last previous day on which a sale was reported.

     (c)   Shares of Common Stock distributed under the Plan may be treasury
shares of the Company or shares purchased by the Company in the open market.
The Company shall reserve such number of shares of Common Stock as may be
issuable under the Plan.

     (d)   Nothing contained in the Plan shall constitute a guaranty by the
Company, the Committee, the Plan Administrator, or any other person or entity,
that the assets of the Company will be sufficient to pay any benefit
hereunder.  No Participant or beneficiary shall have any right to receive a
distribution under the Plan except in accordance with the terms of the Plan.

     (e)   Establishment of the Plan shall not be construed to give any
Participant the right to be retained as a member of the Board.

     (f)   No interest of any person or entity in, or right to receive a
distribution under, the Plan, shall be subject in any manner to sale,
transfer, assignment, pledge, attachment, garnishment, or other alienation or
encumbrance of any kind; nor may such interest or right to receive a
distribution be taken, either voluntarily or involuntarily, for the
satisfaction of the debts of, or other obligations or claims against, such
person or entity, including claims for alimony, support, separate maintenance
and claims in bankruptcy proceedings.
<PAGE>

     (g)   The Plan shall be construed and administered under the laws of the
State of Indiana, except to the extent preempted by federal law.

     (h)   If any person entitled to a payment under the Plan is deemed by the
Company to be incapable of personally receiving and giving a valid receipt for
such payment, then, unless and until claim therefor shall have been made by a
duly appointed guardian or other legal representative of such person, the
Company may provide for such payment or any part thereof to be made to any
other person or institution that is contributing toward or providing for the
care and maintenance of such person.  Any such payment shall be a payment for
the account of such person and a complete discharge of any liability of the
Company, the Committee, the Plan Administrator and the Plan therefor.

     (i)   The Plan shall be continued, following a transfer or sale of assets
of the Company, or following the merger or consolidation of the Company into
or with any other corporation or entity, by the transferee, purchaser or
successor entity, unless the Plan has been terminated by the Company pursuant
to the provisions of Section VIII prior to the effective date of such
transaction.

     (j)   Each Participant or beneficiary shall keep the Plan Administrator
informed of his or her current address.  The Plan Administrator shall not be
obligated to search for the whereabouts of any person.  If the location of a
Participant is not made known to the Plan Administrator within three (3) years
after the date on which payment of the Participant's benefits under the Plan
may first be made, payment may be made as though the Participant had died at
the end of the three-year period.  If, within one (1) additional year after
such three-year period has elapsed, or, within three (3) years after the
actual death of a Participant, the Plan Administrator is unable to locate any
beneficiary of the Participant, then the Company shall have no further
obligation to pay any benefit hereunder to such Participant, or beneficiary or
any other person and such benefit shall be forfeited.  If such Participant, or
his or her beneficiary or any other person, subsequently makes a valid claim
for distribution of the amount forfeited, such amount, without gains or
earnings thereon, shall be distributed to such Participant or his or her
beneficiary or such other person pursuant to Section VI.

     (k)   Notwithstanding any of the preceding provisions of the Plan, none
of the Company, any member of the Committee, any Plan Administrator or any
individual acting as an employee or agent of the Company, the Committee or the
Plan Administrator, shall be liable to any Participant, former Participant, or
any beneficiary or other person for any claim, loss, liability or expense
incurred by such Participant, or beneficiary or other person in connection
with the Plan.

     (l)   Notwithstanding anything to the contrary contained in the Plan, if
(a) the Internal Revenue Service prevails in a claim by it that amounts
credited to a Participant's Account, and/or earnings thereon, constitute
taxable income to the Participant or his or her beneficiary for any taxable
year of his, prior to the taxable year in which such credits and/or earnings
are distributed to him or (b) legal counsel satisfactory to the Company, and
the applicable Participant or his or her beneficiary, renders an opinion that
the Internal Revenue Service would likely prevail in such a claim, the balance
of such Participant's Account shall be immediately distributed to the
Participant or his or her beneficiary.  For purposes of this paragraph, the
Internal Revenue Service shall be deemed to have prevailed in a claim if such
claim is upheld by a court of final jurisdiction, or if the Company, or a
Participant or beneficiary, based upon an opinion of legal counsel
<PAGE>

satisfactory to the Company and the Participant or his or her beneficiary,
fails to appeal a decision of the Internal Revenue Service, or a court of
applicable jurisdiction, with respect to such claim, to an appropriate
Internal Revenue Service appeals authority or to a court of higher
jurisdiction, within the appropriate time period.

     (m)   Any notice under the Plan shall be in writing, or by electronic
means, and shall be received when actually delivered, or mailed postage paid
as first class U.S. Mail.  Notices shall be directed to the Company at its
principal business office at 400 East Spring Street, Bluffton, Indiana  46714,
to a Participant at the address stated in his or her Election Form, and to a
beneficiary entitled to benefits at the address stated in the Participant's
beneficiary designation, or to such other addresses any party may specify by
notice to the other parties.