FRANKLIN ELECTRIC CO., INC.
AMENDED AND RESTATED 1996 NONEMPLOYEE
DIRECTOR STOCK OPTION PLAN
ESTABLISHMENT, PURPOSE, AND DURATION
1.1. Establishment of the Plan. Franklin Electric Co., Inc., an Indiana corporation (hereinafter referred to as the
"Company"), hereby amends and restates its incentive compensation plan to be known as the "Amended and
Restated 1996 Franklin Electric Co., Inc. Nonemployee Director Stock Option Plan" (hereinafter referred to as
the "Plan"), as set forth in this document. The Plan permits the grant of Nonqualified Stock Options to
Nonemployee Directors, subject to the terms and provisions set forth herein.
Upon approval by the Board of Directors of the Company, subject to ratification within twelve (12) months by an
affirmative vote of a majority of Shares of the Common Stock present and entitled to vote at the Annual Meeting
at which a quorum is present, the Plan shall become effective as of February 11, 2000 (the "Effective Date"), and
shall remain in effect as provided in
Section 1.3 herein.
1.2. Purpose of the Plan. The purpose of the Plan is to promote the achievement of long-term objectives of the
Company by linking the personal interests of Nonemployee Directors to those of Company shareholders, and to
attract and retain Nonemployee Directors of outstanding competence.
1.3. Duration of the Plan. The Plan shall commence on February 11, 2000, and shall remain in effect, subject to
the right of the Board of Directors to amend or terminate the Plan at any time pursuant to Article 8.1 herein, until
all Shares subject to it shall have been purchased or acquired according to the Plan's provisions. However, in no
event may an Award be granted under the Plan on or after March 30, 2006.
DEFINITIONS AND CONSTRUCTION
2.1. Definitions. Whenever used in the Plan, the following terms shall have the meanings set forth below and,
when the meaning is intended, the initial letter of the word is capitalized:
"Award" means a g