8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 1, 2008

FRANKLIN ELECTRIC CO., INC.

(Exact name of registrant as specified in its charter)

Indiana (State or other jurisdiction of incorporation)	0-362 (Commission File Number)	35-0827455 (I.R.S. Employer Identification No.)
400 E. Spring Street Bluffton, IN                                            (Address of principal executive offices))		46714 (Zip Code)
Registrant’s telephone number, including area code: (260) 824-2900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

        (17 CFR 240.14d-2(b))

[  ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

        (17 CFR 240.13e-4(c))

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Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 7, 2008, Franklin Electric Co., Inc. (the “Company”) announced that Thomas J. Strupp had resigned from his positions as Chief Financial Officer and Secretary of the Company, in which capacity he also served as the Company’s principal accounting officer, effective April 14, 2008.  Mr. Strupp will continue to serve as a Vice President and as President of Water Transfer Systems.

On April 7, 2008, the Company announced that the Board of Directors of the Company had appointed John J. Haines, 44, to serve as Vice President, Chief Financial Officer and Secretary, in which capacity he will also serve as principal accounting officer, effective April 14, 2008.  As with other corporate officers, Mr. Haines will serve until his successor has been duly elected or until his death, resignation or removal by the Board.  Officers are elected annually by the Board at the Board meeting held in conjunction with the annual meeting of shareholders.

A copy of the press release announcing Mr. Haines’ appointment and Mr. Strupp’s resignation is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

Mr. Haines was most recently the Managing Director and Chief Executive Officer of HSBC Auto Finance, a national automobile lender.  Prior to this, Mr. Haines was employed by General Electric in a variety of capacities from 1989-2004, including as its Senior Vice President of Products and Services from 2003-2004, Senior Vice President of North American Operations from 2002-2003 and Vice President of Asset Remarketing from 1999-2002.  Neither HSBC Auto Finance nor General Electric is a parent, subsidiary or other affiliate of the Company.

Mr. Haines was not selected pursuant to any arrangement or understanding between him and any other person.  There has been no transaction or proposed transaction since January 1, 2007, to which the Company was or is to be a party, and in which Mr. Haines or any member of his immediate family had or is to have a direct or indirect material interest.  There are no family relationships between Mr. Haines and any of the Company’s other directors, executive officers or persons nominated or chosen by the Company to become directors or executive officers.

In connection with his appointment as Vice President, Chief Financial Officer and Secretary, the Company entered into an employment agreement (the “Employment Agreement”) with Mr. Haines, effective April 14, 2008.  A complete copy of the Employment Agreement is attached hereto as Exhibit 10.1 and incorporated herein by this reference.

The Employment Agreement provides for, among other things, the following:

1.An initial annual salary of $250,000, which amount may be increased annually (but not decreased except with Mr. Haines’ consent).

2.Participation in the Company’s Executive Officer Annual Incentive Cash Bonus Program, with an annual bonus for the fiscal year ending 2008 that will not be less than $160,000.

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3.Participation in the Company’s Stock Plan, with an initial grant of an option to purchase 10,000 shares of the Company’s common stock to vest in four equal annual installments and a grant of 8,000 shares of the Company’s common stock to vest after four years.

4.Participation in the Company’s employee benefit plans for senior executives.

The Agreement has an initial term of three years, which will automatically extend for additional one-year periods unless either party provides 90 days prior notice of its election not to extend the term. Mr. Haines’ employment may be terminated at any time by the Company or Mr. Haines by giving 90 days prior written notice (earlier in certain circumstances).  If Mr. Haines terminates his employment without Good Reason (as defined in the Employment Agreement) or the Company terminates his employment with Good Cause (as defined in the Employment Agreement), Mr. Haines will receive a pro-rata portion of his salary for the year of termination and the benefits pursuant to the Company’s employee benefit plans until termination, but he will not receive a bonus.  If the Company elects not to extend the term of the Employment Agreement, the Company terminates Mr. Haines’ employment without Good Cause or Mr. Haines terminates employment for Good Reason, Mr. Haines will receive a pro-rata portion of his salary for the year of termination, a bonus at least equal to his pro-rata bonus for the year prior to termination, a lump sum payment equal to 12 months of salary and the bonus paid for the prior year, immediate vesting of all stock option and continued benefits pursuant to the Company’s employee benefits plans for the 12-month severance period.

If within two years following a Change in Control (as defined in the Employment Agreement), Mr. Haines terminates his employment for Good Reason or the Company terminates his employment without Good Cause, he will receive a pro-rata portion of his salary for the year of termination, a bonus at least equal to his pro-rated bonus for the year prior to termination, a lump sum payment equal to 24 months of salary and two times the bonus paid for the prior year, immediate vesting in, and cash payment for, all stock options, and continued benefits pursuant to the Company’s employee benefit plans for the 24-month severance period.  In addition, Mr. Haines will receive a payment to cover any liability arising under Section 280G of the Internal Revenue Code as a result of the severance benefits.

For the term of Mr. Haines’ employment and 24 months after termination of employment, Mr. Haines is subject to a non-solicitation provision with respect to the Company’s customers and employees.

The Company has separately agreed to pay Mr. Haines’ reasonable moving expenses and the customary costs associated with the sale and purchase of his principal residence, as well as an employment acceptance allowance of $15,000.

Mr. Haines has also entered into a Confidentiality and Non-Compete Agreement dated March 12, 2008.  A copy of the form of Confidentiality and Non-Compete Agreement is filed as Exhibit 10.2 to this Report and incorporated herein by this reference.

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Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

Exhibit Number                                           Description

10.1 Employment Agreement, dated April 1, 2008, between the Company and John J. Haines

10.2 Form of Confidentiality and Non-Compete Agreement (incorporated by reference to Exhibit 10.15 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2005)

99.1 Press release, dated April 7, 2008, announcing Thomas J. Strupp’s resignation and John J. Haines’ appointment

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FRANKLIN ELECTRIC CO., INC. (Registrant)
Date:  April 7, 2008	By:  ______________________  Name Vice President, CFO and Secretary

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Exhibit Index

Exhibit Number                                           Description

10.1 Employment Agreement, dated April 1, 2008, between the Company and John J. Haines

10.2 Form of Confidentiality and Non-Compete Agreement (incorporated by reference to Exhibit 10.15 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2005)

99.1 Press release, dated April 7, 2008, announcing Thomas J. Strupp’s resignation and John J. Haines’ appointment

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EX-10.1

Exhibit 10.1

                               EMPLOYMENT AGREEMENT

                               --------------------

THIS EMPLOYMENT AGREEMENT is entered into as of this 1 day of April, 2008 between FRANKLIN ELECTRIC CO., INC. (“Franklin”), an Indiana corporation, and John J. Haines (the “Executive”).

WHEREAS, Franklin desires to employ Executive as its Vice President and Chief Financial Officer, and Executive is willing to accept such employment upon the terms and conditions set forth below;

NOW THEREFORE, in consideration of the premises and mutual covenants and agreements herein contained, the parties hereto hereby agree as follows:

      1.   EMPLOYMENT.  Franklin agrees to employ Executive as its Vice President and Chief Financial Officer to perform all such duties as are normally associated with such position in companies of similar size and nature or are prescribed for such office by the by-laws or directed by the Board of Directors, and Executive agrees to serve Franklin in such capacity and devote his full business time and attention to the business of Franklin, subject to vacations, holidays, normal illnesses and a reasonable amount of time for civic, community and industry affairs.  Executive agrees not to accept membership on the Board of Directors of any other business corporation without the prior approval of the Management Organization and Compensation Committee of the Board of Directors of Franklin.

     2.   TERM.  The employment of Executive hereunder (the “Term”) shall be for a three (3) year period commencing on April 14, 2008 and ending on April 14, 2011, provided that on April 14, 2011 and each April 14 thereafter the Term shall automatically and without any action by either party hereto be extended for an additional period of one year unless at least ninety (90) days prior to any Anniversary Date either party notifies the other of its election not to extend the then current Term, in which case the Term shall end at the expiration of the Term as last extended.  Following any such notice by the Company of its election not to extend the Term, Executive may terminate his employment at any time prior to the expiration of the Term by giving written notice to the Company at least thirty (30) days prior to the effective date of termination, and upon the earlier of such effective date of termination or the expiration of the Term Executive shall be entitled to receive the same compensation and benefits as are provided in subparagraph (b) of paragraph 6 but for a severance period which shall begin on the effective date of termination or expiration of the Term, as the case may be, and ending on the earlier of (i) the date on which Executive would attain his normal retirement age (as defined in the Franklin Electric Co., Inc. Basic Retirement Plan, hereinafter referred to as “Normal Retirement Age”), or (ii) twelve  (12) months.

      3.   COMPENSATION.  Franklin shall pay for or provide to Executive for all services to be performed by Executive under this Agreement the following:

     (a)  A fixed salary of $250,000 per annum, or such higher amount as the Board of Directors of Franklin may from time to time authorize (which amount shall not be reduced below the amount at any time in

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effect without Executive’s consent), payable in equal monthly installments (such amount from time to time in effect being referred to herein as “Executive’s Salary”);

     (b)  Such bonus as may be allocated to Executive by the Management Organization and Compensation Committee of Franklin’s Board of Directors pursuant to the Franklin Executive Officer Bonus Plan; it being understood and agreed to that, for the fiscal year ending 2008, such bonus, payable in the first quarter of 2009, will not be less than $160,000;

     (c)  Participation in the Franklin Electric Co., Inc. Stock Plan, and any successor stock plans, as long as such plans remain in effect, and in any future compensation plans covering senior executives of Franklin; it being understood and agreed to that, promptly after the release of First Quarter 2008 earnings and at a time when Franklin executive officers are otherwise permitted by Franklin’s policies to effect transactions in Franklin’s securities, under and subject to the terms of the Franklin Electric Co., Inc. Stock Plan, (i) Executive will receive an option to purchase 10,000 shares of Franklin’s common stock at an option exercise price equal to the closing price of Franklin’s common stock on the grant date, with the option vesting ratably in four equal annual installments, the first installment vesting on the first anniversary of the grant date and (ii) Executive will receive an 8,000 share grant of Franklin’s common stock, such grant to vest 100% on the fourth anniversary of the grant date;

     (d)  Participation in Franklin’s employee benefit plans, policies, practices and arrangements in which other senior executives of Franklin participate as long as such plans, policies, practices and arrangements remain in effect, and in any future employee benefit plans and arrangements covering senior executives, including without limitation any defined benefit retirement plan, profit sharing plan, health or dental plan, disability plan, or life insurance plan (collectively, the “Benefit Plans”);

     (e)  Paid vacations and sick leave in accordance with Franklin’s policies respecting same as in effect from time to time.  Effective April 14, 2008 three (3) weeks annual vacation and effective January 1, 2009 4 weeks annual vacation; and

     (f)  All fringe benefits and perquisites offered by Franklin from time to time to senior executives.

     4.   EXPENSES.  Franklin shall promptly pay or reimburse Executive for all reasonable expenses incurred by Executive in the performance of duties hereunder in accordance with expense policies from time to time in effect for senior executives of Franklin.

      5.   CONDITIONS OF EMPLOYMENT.  During the Term, Executive shall be furnished office space, assistance and accommodations suitable to the character of his position with Franklin and adequate for the performance of his duties.  Executive’s services shall be performed at Franklin’s principal executive office in Bluffton, Indiana, except when the nature of Executive’s duties hereunder requires reasonable domestic and foreign travel.

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      6.   TERMINATION OF EMPLOYMENT.  Either Executive or Franklin may terminate Executive’s employment hereunder at any time upon giving the other at least ninety (90) days advance written notice of such termination, provided that Franklin may specify an earlier date of termination (not earlier than the date of such notice) if termination is for Good Cause (as defined below), and Executive may specify an earlier date of termination (not earlier than the date of such notice) if termination is for Good Reason (as defined below), and provided further that if termination is due to the death of Executive, termination shall be effective immediately upon such death and without any requirement for written notice.  In the event of any termination hereunder Executive shall be entitled to receive compensation and benefits only as hereinafter set forth or as provided in paragraph 2:

     (a)  If Executive’s employment is terminated by Executive without Good Reason or by Franklin with Good Cause (i) Executive’s compensation under (a) and (b) of Paragraph 3 shall be limited to a pro-rata portion of Executive’s Salary (and not any bonus) for the year of termination, and (ii) Executive shall continue to be provided with the benefits under (c), (d), (e) and (f) of Paragraph 3, (subject however to all terms, if any, of the Benefit Plans that may be applicable to termination of employment) until the effective date of the termination;

     (b)  If at any time other than as specified in subparagraph (c) of this paragraph 6, Franklin shall terminate Executive’s employment without Good Cause, or Executive shall voluntarily terminate such employment with Good Reason, (i) Executive’s compensation under (a) and (b) of Paragraph 3 for the portion of the year of termination prior to the effective date of termination shall be a pro-rata portion of Executive’s Salary for such year, together with a bonus equal to not less than a pro-rata portion of his bonus paid or payable for the year prior to the year of termination, (ii) Executive shall receive as compensation for the severance period described below an additional amount, payable in a lump sum within thirty (30) days after the effective date of his termination of employment, computed by annualizing the compensation which he is to receive pursuant to clause (i) above, (iii) Executive shall continue to be provided with the benefits under (c) and (d) of Paragraph 3 for such severance period, and (iv) any stock options granted to Executive by Franklin shall be accelerated and become immediately exercisable in full on the effective date of termination, subject to any limitations on the order of exercise which may be applicable to incentive stock options (as defined in Section 422 of the Internal Revenue Code of 1986, as amended), if any, that may hereafter be granted, and shall remain exercisable for such period after the effective date of termination as is provided under the terms of the options and the plans pursuant to which they were issued.  The severance period for this subparagraph (b) of paragraph 6 shall be the period beginning on the date of termination and ending on the earlier of (A) the date on which Executive would attain his Normal Retirement Age, or (B) twelve (12) months.

     (c)  If within two (2) years after a Change in Control, (i) Franklin shall terminate Executive’s employment with Franklin without Good Cause, (ii) Executive shall voluntarily terminate such employment with Good Reason, or (iii) Executive shall voluntarily terminate such employment for any reason whatsoever during the period beginning on the

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first anniversary of the Change in Control and ending thirty (30) days thereafter, Franklin shall, within thirty (30) days after any such termination, pay to Executive (A) a lump sum cash amount as compensation under (a) and (b) of Paragraph 3 for the portion of the year of termination prior to the effective date of termination equal to a pro-rata portion of Executive’s Salary for such year, together with a bonus equal to not less than a pro-rata portion of his bonus paid or payable for the year prior to the year of termination, (B) a lump sum cash amount, as compensation for the severance period described below, computed by annualizing the compensation which he is to receive pursuant to clause (A) above, and (C) in settlement of any stock options then outstanding (whether or not then exercisable), a lump sum cash payment equal to the difference between the aggregate fair market value of the shares subject to such options as of the date of such termination and the aggregate exercise price thereof.  In addition, Executive shall, following his termination of employment under this subparagraph (c) of paragraph 6, for the severance period described below continue to be provided with the benefits under (c) and (d) of Paragraph 3.  The severance period for this subparagraph (c) of paragraph 6 shall be the period beginning on the date of termination and ending on the earlier of (A) the date on which Executive would attain his Normal Retirement Age, or (B) twenty-four (24) months.

     (d)  Franklin agrees that with respect to any compensation or benefits payable hereunder to Executive with respect to termination of his employment with Franklin for any reason whatsoever, Executive shall not be required to mitigate his damages by seeking other employment or otherwise, and Franklin’s obligations hereunder shall not be reduced in any way by reason of any compensation received by Executive from sources other than Franklin after the termination of Executive’s employment with Franklin for any reason whatsoever.

     (e)  In the event that Executive is subject to an excise tax under Section 4999 of the Internal Revenue Code of 1986 with respect to any cash, benefits or other property received, or any acceleration of vesting of any benefit or award, in the event of a Change of Control, Franklin shall pay Executive an amount (a “Gross-Up Payment”) such that after payment by Employee of (i) all taxes imposed upon the Gross-Up Payment, and (ii) any interest, penalties and additions which are imposed on Executive with respect to such taxes, the Executive retains an amount of the Gross-Up Payment equal to the sum of (i) the Excise Tax imposed and (ii) the product of any deductions disallowed because of the inclusion of the Gross-Up Payment in the Employee’s adjusted gross income and the highest applicable marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is to be made.  For purposes of determining the amount of the Gross-Up Payment, the Employee shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Gross-Up Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

     (f)  For purposes of this paragraph 6:

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     (1)  “Good Cause” shall mean (A) Executive’s death or disability, (B) Executive’s fraud, (C) Executive’s misappropriation of, or intentional material damage to, the property or business of Franklin, (D) Executive’s commission of a felony which is likely to result in material harm or injury (whether financial or otherwise) to Franklin, provided that if Executive is ultimately not convicted of the alleged felony, Franklin’s termination of his employment based on this provision shall be deemed to have been without Good Cause, or (E) with respect to any termination not subject to subparagraph (c) of this paragraph 6, Executive’s willful and continued material failure to perform his obligations under this Agreement, provided that Franklin shall have given written notice to Executive describing such failure(s) and, as long as it is capable of being cured and does not involve acts of material dishonesty directed against Franklin, the same shall not have been substantially cured or corrected within thirty (30) days thereafter, or if the same could not reasonably be cured within such period, cure was not commenced within such period and diligently pursued and fully cured within sixty (60) days of Franklin’s original notice to Executive.

     (2)  “Good Reason” shall exist if (A) there is a change in the Executive’s title of Chief Financial Officer or a significant change in the nature or the scope of Executive’s authority, (B) there is a reduction in Executive’s Salary or retirement benefits described in paragraph 3(d) or a material reduction in Executive’s compensation and benefits in the aggregate, excluding (in the case of incentive benefits that are based upon the performance of Executive or Franklin) reductions in benefits resulting from diminished performance by Executive or Franklin, (C) Franklin changes the principal location in which Executive is required to perform services to a location more than fifty (50) miles from Franklin’s corporate headquarters as of the date of this Agreement, (D) there is a reasonable determination by Executive that, as a result of a change in circumstances significantly affecting his position, he is unable to exercise the authority, powers, function or duties attached to his positions, or (E) any purchaser (or affiliate thereof) who purchases substantially all of the assets of Franklin shall decline to assume all of Franklin’s obligations under this Agreement.

     (3)  “Change in control” shall be deemed to have taken place if (A) a third person, including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, and excluding any person who, as of the date of this Agreement, is the beneficial owner of shares of Franklin stock representing 20% or more of the total number of votes that may be cast for the election of Directors, becomes the beneficial owner of shares of Franklin stock representing 20% or more of the total number of votes that may be cast for the election of Directors, or (B) as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing

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transactions, the persons who immediately prior thereto were directors of Franklin cease to constitute a majority of the Board of Directors of Franklin.  Notwithstanding the foregoing sentence, a Change of Control shall not be deemed to occur by virtue of any transaction in which Executive is a participant in a group effecting an acquisition of Franklin if Executive holds an equity interest in the entity acquiring Franklin at the time of such acquisition.

      7.   INDEMNIFICATION.  Franklin shall indemnify, protect, defend and hold harmless Executive from and against all liabilities, costs and expenses (including but not limited to attorneys’ fees) incurred as a result of Executive’s employment with Franklin to the fullest extent permitted by the Indiana Business Corporation Law.

      8.   LITIGATION EXPENSES. Franklin shall pay to Executive all out-of-pocket expenses, including attorneys’ fees, incurred by Executive in connection with any claim or legal action or proceeding involving this Agreement, whether brought by Executive or by or on behalf of Franklin or by another party; provided, however, Franklin shall not be obligated to pay to Executive out-of-pocket expenses, including attorneys’ fees, incurred by Executive in any claim or legal action or proceeding in which Franklin is a party adverse to Executive if Franklin prevails in such litigation.  Franklin shall pay prejudgment interest on any money judgment obtained by Executive, calculated at the published prime interest rate charged by Franklin’s principal banking connection, as in effect from time to time, from the date that payment(s) to him should have been made under this Agreement.

      9.   POST-TERMINATION PAYMENT OBLIGATIONS ABSOLUTE. Franklin’s obligation to pay Executive the compensation and to make the other arrangements provided herein to be paid and made after termination of Executive’s employment with Franklin shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right that Franklin may have against him or anyone else.  All amounts so payable by Franklin shall be paid without notice or demand.  Each and every such payment made by Franklin shall be final and Franklin will not seek to recover all or any part of such payment from Executive or from whomsoever may be entitled thereto, for any reason whatsoever.  Payment by Franklin of the termination benefits provided in paragraphs 2 or 6 hereof, and the acceptance thereof by Executive, shall constitute a release by Executive of all claims and actions that Executive may have against Franklin arising out of Executive’s employment or the termination thereof except for continuing obligations of Franklin under this Agreement.

     10.   DISCLOSURE OF CONFIDENTIAL INFORMATION.  Without the consent of Franklin, Executive shall not at any time divulge, furnish or make accessible to anyone (other than in the regular course of business of Franklin) any knowledge or information with respect to confidential or secret processes, inventions, formulae, machinery, plan, devices or materials of Franklin or with respect to any confidential or secret engineering development or research work of Franklin or with respect to any other confidential or secret aspect of the business of Franklin.  Executive recognizes that irreparable injury will result to Franklin and its business and properties, in the event of any breach by Executive of any of the provisions of this paragraph 10.  In

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the event of any breach of any of the commitments of Executive pursuant to this paragraph 10, Franklin shall be entitled, in addition to any other remedies and damages available, to injunctive relief to restrain the violation of such commitments by Executive or by any person or persons acting for or with Executive in any capacity whatsoever.

     11.   SOLICITATION OF CUSTOMERS OR EMPLOYEES.  During the term of this Agreement and for a period of twenty-four (24) months after termination of employment, Executive shall not, directly of indirectly, or assist any other person to, solicit, or communicate with, whether by written or personal contact, any customer or prospect of Franklin on behalf of any organization offering products competitive with products Franklin sold or developed while Executive was employed by Franklin, and Executive shall not (i) directly or indirectly, employ or retain or solicit for employment or arrange to have any other person, firm or other entity employ or retain or solicit for employment or otherwise participate in the employment or retention of any person who is an employee of Franklin or (ii) encourage or solicit any such employee to leave the service of Franklin.

     12.   NOTICES.  Notices given pursuant to this Agreement shall be in writing and shall be deemed given when received or, if mailed, two days after mailing by United States registered or certified mail, return receipt requested, postage prepaid and addressed as herein provided.  Notice to Franklin shall be addressed to Corporate Secretary, Franklin Electric Co., Inc. at 400 East Spring Street, Bluffton, Indiana 46714.  Notices to Executive shall be addressed to the Executive at his last permanent address as shown on Franklin’s records.  Notwithstanding the foregoing, if either party shall designate a different address by notice to the other party given in the foregoing manner, then notices to such party shall be addressed as designated until the designation is revoked by further notice given in such manner.

     13.   PAYMENT OF LEGAL FEES.  Franklin shall pay Executive’s reasonable attorneys’ fees and legal expenses in connection with the negotiation of this Agreement.

     14.   ENTIRE AGREEMENT.  This Agreement contains the entire understanding between the parties with respect to the subject matter hereof and cannot be amended, modified or supplemented in any respect, except by a subsequent written agreement entered into by both parties hereto.

     15.   SEVERABILITY.  If any provision of this Agreement or the application thereof is held invalid, such invalidity shall not affect other provisions or applications of this Agreement that can be given effect without the invalid provision or application and, to such end, the provisions of this Agreement are declared to be severable.

     16.   SUCCESSORS.  This Agreement may not be assigned by Franklin except in connection with a merger involving Franklin or a sale of substantially all of its assets, and the obligations of Franklin provided for in this Agreement shall be the binding legal obligations of any successor to Franklin by purchase (if such successor assumes this Agreement), merger, consolidation, or otherwise.  Without limiting the foregoing the provisions of this Agreement relating to termination of employment with Franklin shall be applicable to termination of employment with any such successor.  This

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Agreement may not be assigned by Executive during his life, and upon his death will be binding upon and inure to the benefit of his heirs, legatees and the legal representatives of his estate.

     17.   WAIVER, MODIFICATION AND INTERPRETATION.  No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in a writing signed by Executive and an appropriate officer of Franklin empowered to sign the same by the Board of Directors of Franklin.  No waiver by either party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by the other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or at any prior or subsequent time.  The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Indiana.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

     18.   WITHHOLDING.  Franklin may withhold from any payment that it is required to make under this Agreement amounts sufficient to satisfy applicable withholding requirements under any federal, state, or local law.

19.   HEADINGS.  The headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of any provision of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.

FRANKLIN ELECTRIC CO., INC.

  By: ________________________

      R. Scott Trumbull

      Its: Chairman and Chief Executive Officer

  EXECUTIVE

    _________________________

    John J. Haines

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EX-99.1

Exhibit 99.1

For Immediate Release For Further Information

 Refer to: Thomas J. Strupp

260-824-2900

FRANKLIN ELECTRIC ANNOUNCES

EXECUTIVE STAFFING CHANGES

Bluffton, Indiana – April 8, 2008 - Franklin Electric Co., Inc. (NASDAQ: FELE) announces executive staffing changes.

Effective April 14, 2008, Thomas J. Strupp will step down as Chief Financial Officer and Secretary in order to focus on his position as President, Water Transfer Systems.  Until now Mr. Strupp has held both positions, but with the recent acquisition of the pump division of Monarch Industries Limited, Franklin’s Water Transfer Systems business has become larger and more complex, offers attractive opportunities for additional profitable growth, and therefore warrants his full attention.   Mr. Strupp has been with Franklin Electric since 2005.

Effective April 14, 2008, John J. Haines will join Franklin Electric as Vice President, Chief Financial Officer and Secretary.  He will have responsibility for Franklin Electric’s financial reporting, treasury, audit, information systems and investor relation functions.  Prior to joining Franklin Mr. Haines was Managing Director and Chief Executive Officer of HSBC Auto Finance.  Prior to that, he held a number of executive and financial positions with General Electric.  Mr. Haines received his BA in Accounting from Manchester College and his MBA from the Northwestern University, Kellogg Graduate School of Management.

Franklin Electric is a global leader in the production and marketing of systems and components for the movement of water and automotive fuels. Recognized as a technical leader in its specialties, Franklin serves customers around the world in residential, commercial, agricultural, industrial, municipal, and fueling applications.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein, including those relating to the Company’s financial results, business goals and sales growth, involve risks and uncertainties, including but not limited to, risks and uncertainties with respect to general economic and currency conditions, various conditions specific to the Company’s business and industry, weather conditions, new housing starts, market demand, competitive factors, changes in distribution channels, supply constraints, technology factors, litigation, government and regulatory actions, the Company’s accounting policies, future trends, and other risks which are detailed in the Company’s Securities and Exchange Commission filings, included in Item 1A of Part I of the Company’s Annual Report on Form 10-K for the fiscal year ending December 29, 2007, Exhibit 99.1 attached thereto.  These risks and uncertainties may cause actual results to differ materially from those indicated by the forward-looking statements.  All forward-looking statements made herein are based on information currently available, and the Company assumes no obligation to update any forward-looking statements.

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