<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>4
<FILENAME>rpension.txt
<DESCRIPTION>PENSION RESTORATION PLAN
<TEXT>


                            AMENDED AND RESTATED
                         FRANKLIN ELECTRIC CO., INC.
                          PENSION RESTORATION PLAN


     Franklin Electric Co., Inc., an Indiana corporation with its principal
place of business in Bluffton, Indiana, adopted the Franklin Electric Co.,
Inc. Pension Restoration Plan (the "Plan"), effective January 1, 1990.
     The Plan is hereby amended and restated, effective January 1, 2002, and
is adopted solely for the purpose of providing benefits to Participants in
the Plan and their Beneficiaries in excess of the limits (the "Limits")
imposed on qualified plans by Sections 415 and 401(a)(17), and any other
sections, of the Internal Revenue Code of 1986, as amended (the "Code"), by
restoring benefits to such Plan Participants and Beneficiaries that are no
longer available under the Franklin Electric Co., Inc. Contributory
Retirement Plan, effective March 1, 1964, as amended through January 1, 1999,
and as in effect on December 31, 1999 (the "Contributory Plan") as a result
of the Limits.  The provisions of the Plan apply only to Participants who
actively participate in the Plan on or after January 1, 2002.  Any
Participant who retired or otherwise terminated employment with the Company
prior to January 1, 2002, shall have his or her rights determined under the
provision of the Plan as it existed when his or her employment relationship
terminated.
     Participation hereunder shall be limited to management or highly
compensated employees of the Company.
     Section 1.  PARTICIPATION IN PLAN.  Each management or highly
compensated employee of Franklin Electric Co., Inc. or any of its affiliates
("Company") shall be a Participant in the Plan if (a) he was a participant in
<PAGE> 2
the Contributory Plan on December 31, 1999 and (b) his participation in the
Plan is approved in writing by the Employee Benefits Committee of the Company
(the "Committee").
     Section 2.  AMOUNT OF BENEFIT.  The benefit ("Benefit") payable under
the Plan to a Participant or his or her Beneficiary shall be equal to the
excess (if any) of the benefit determined under Paragraph (a) below over the
benefit determined under Paragraph (b) below:
       (a)  The Actuarial Equivalent lump sum value of the annuity form of
            benefit that would have been payable under the Contributory Plan
            to a Participant or his Beneficiary had the Participant continued
            to actively participate in the Contributory Plan until his
            Retirement Date which benefit shall be determined without regard
            to the Limits.  The annuity form of the benefit is the greater of
            (i) the regular benefit as outlined in Appendix B, Section
            B.1(A)-(C) (including Credited Service after December 31, 1999)
            to the Franklin Electric Co., Inc. Cash Balance Pension Plan
            effective January 1, 2000 as amended ("Cash Balance Pension
            Plan") and (ii) the benefit outlined in Appendix B., Section B.1
            (E) (including Credited Service after December 31, 1999) to the
            Cash Balance Pension Plan.  The annuity form of benefit is then
            adjusted by (1), (2), or (3) below, including the conversion to
            an Actuarial Equivalent lump sum value.
            (1)  For Benefit Commencement Dates at the Participant's age 65
                 or later, the Section 2(a)(i) benefit shall first be
                 increased to the Participant's age at the Benefit
                 Commencement Date based on the applicable adjustments in
<PAGE> 3
                 Section 6.1(b)(2) of the Contributory Plan.  Then, the
                 Actuarial Equivalent lump sum value is determined,
                 substituting the Participant's age at the Benefit
                 Commencement Date for the Deferral Age.
            (2)  For Benefit Commencement Dates at the Participant's age 55
                 or later (but prior to age 65), the Section 2(a)(i) and
                 2(a)(ii) benefit shall first be reduced to the Participant's
                 age at the Benefit Commencement Date based on the applicable
                 adjustments in Section 6.2(b) of the Contributory Plan.
                 Then, the Actuarial Equivalent lump sum value is determined,
                 substituting the Participant's age at the Benefit
                 Commencement Date for the Deferral Age.
            (3)  For Benefit Commencement Dates prior to the Participant's
                 age 55, the Section 2(a)(i) and 2(a)(ii) benefit shall first
                 be reduced to age 55 based on the applicable adjustments in
                 Section 6.2(b) of the Contributory Plan.  Then, the
                 Actuarial Equivalent lump sum value is determined,
                 substituting age 55 for the Deferral Age.
      (b)   An amount equal to the Cash Balance Account payable at the
            Benefit Commencement Date from the Cash Balance Pension Plan
            which benefit shall be determined after applying the Limits.
     Section 3.  TIME AND METHOD OF PAYMENT OF BENEFIT.  The Benefit of a
Participant whose employment with the Company terminates prior to his or her
death will be paid on the Benefit Commencement Date. If the Benefit is paid
in multiple payments, as described in (b) and (c) below, the Actuarial
Equivalent will be determined on the following basis:  (i) the mortality rate
<PAGE> 4
applicable on the date of termination will be used; and (ii) the interest
rate on either the date of termination or the date of the applicable payment,
whichever is lower, will be used.   The Benefit will be paid as follows:
     (a)  If the Participant's Benefit is less than $1,000,000, such Benefit
          will be payable to him or her in a lump sum within 90 days after
          termination of employment;
     (b)  If the Participant's Benefit is $1,000,000 or more, but less than
          $2,000,000, such Benefit will be payable to him or her in the form
          of a lifetime annuity payable over a 12-month period as follows:
          (1)  within 90 days after termination, one-half of the
               Participant's Benefit will be payable to him or her in a lump
               sum;
          (2)  during the first 12-month period after termination, the
               remaining Benefit will be payable to the Participant in
               monthly payments, computed in the form of an annuity based
               upon the Participant's lifetime only, with an Actuarial
               Equivalent value equal to the remaining Actuarial Equivalent
               value of the Participant's Benefit; and
          (3)  within 90 days after the first anniversary of the
               Participant's termination, the balance of the Actuarial
               Equivalent value of the Participant's remaining Benefit will
               be payable to him or her in a lump sum.
     (c)  If the Participant's Benefit is $2,000,000 or more, such Benefit
          will be payable to him or her in the form of a lifetime annuity
          payable over a 24-month period as follows:
          (1)  within 90 days after termination, one-third of the
<PAGE> 5
                Participant's Benefit will be payable to him or her in a lump
                sum;
          (2)  during the first 12-month period after termination, the
               remaining Benefit will be payable to the Participant in
               monthly payments, computed in the form of an annuity based
               upon the Participant's lifetime only, with an Actuarial
               Equivalent value equal to the remaining Actuarial Equivalent
               value of the Participant's Benefit;
          (3)  within 90 days after the first anniversary of the
               Participant's termination, one-half of the Actuarial
               Equivalent value of the Participant's remaining Benefit will
               be payable to him or her in a lump sum;
          (4)  during the second 12-month period after termination, the
               remaining Benefit will be payable to the Participant in
               monthly payments, computed in the form of an annuity based
               upon the Participant's lifetime only, with an Actuarial
               Equivalent value equal to the remaining Actuarial Equivalent
               value of the Participant's Benefit; and
          (5)  within 90 days after the second anniversary of the
               Participant's termination, the balance of the Actuarial
               Equivalent value of the Participant's remaining Benefit will
               be payable to him or her in a lump sum.
     (d)  The Committee will have the right, at any time after payments
commence, to accelerate payment of a Benefit payable to a Participant, in
whole or in part, in its discretion.

<PAGE> 6
     Section 4.  CHANGE IN CONTROL.
     (a)  A "Change in Control" shall be deemed to have occurred if
          (1) any Person is or becomes the Beneficial Owner, directly or
              indirectly, of securities of the Company (not including in the
              securities beneficially owned by such Person any securities
              acquired directly from the Company or its Affiliates)
              representing 20% or more of the combined voting power of the
              Company's then outstanding securities, excluding any Person who
              becomes such a Beneficial Owner in connection with a
              transaction described in clause (i) of paragraph (3) below; or
         (2)  The election to the Board of Directors of the Company, without
              the recommendation or approval of two thirds of the incumbent
              Board of Directors of the Company, of the lesser of: (A) three
              directors; or (B) directors constituting a majority of the
              number of directors of the Company then in office, provided,
              however, that directors whose initial assumption of office is
              in connection with an actual or threatened election contest,
              including but not limited to a consent solicitation, relating
              to the election of directors of the Company will not be
              considered as incumbent members of the Board of Directors of
              the Company for purposes of this paragraph; or
         (3)  there is consummated a merger or consolidation of the Company
              or any direct or indirect subsidiary of the Company with any
              other company, other than (i) a merger or consolidation which
              would result in the voting securities of the Company
              outstanding immediately prior to such merger or consolidation
<PAGE> 7
              continuing to represent (either by remaining outstanding or by
              being converted into voting securities of the surviving entity
              or any parent thereof), at least 60% of the combined voting
              power of the securities of the Company or such surviving entity
              or any parent thereof outstanding immediately after such merger
              or consolidation, or (ii) a merger or consolidation effected to
              implement a recapitalization of the Company (or similar
              transaction) in which no Person is or becomes the Beneficial
              Owner, directly or indirectly, of securities of the Company
              (not including in the securities Beneficially Owned by such
              Person any securities acquired directly from the Company or its
              Affiliates) representing 20% or more of the combined voting
              power of the Company's then outstanding securities; or
         (4)  the stockholders of the Company approve a plan of complete
              liquidation or dissolution of the Company or there is
              consummated an agreement for the sale or disposition by the
              Company of all or substantially all of the Company's assets,
              other than a sale or disposition by the Company of all or
              substantially all of the Company's assets to an entity, at
              least 60% of the combined voting power of the voting securities
              of which are owned by stockholders of the Company in
              substantially the same proportions as their ownership of the
              Company immediately prior to such sale.
          Notwithstanding the foregoing, a "Change in Control" shall not be
          deemed to have occurred by virtue of the consummation of any
          transaction or series of integrated transactions immediately
<PAGE> 8
          following which the record holders of the common stock of the
          Company immediately prior to such transaction or series of
          transactions continue to have substantially the same proportionate
          ownership in an entity which owns all or substantially all of the
          assets of the Company immediately following such transaction or
          series of transactions.
          For purposes of the foregoing, the following definitions shall
          apply:
              "Affiliate" shall have the meaning set forth in Rule 12b-2
              under Section 12 of the Exchange Act; "Beneficial Owner" shall
              have the meaning set forth in Rule 13d-3 under the Exchange
              Act, except that a Person shall not be deemed to be the
              Beneficial Owner of any securities with respect to which such
              Person has properly filed a Form 13-G; "Exchange Act" shall
              mean the Securities Exchange Act of 1934; as amended from time
              to time; and "Person" shall have the meaning given in Section
              3(a)(9) of the Exchange Act, as modified and used in Sections
              13(d) and 14(d) thereof, except that such term shall not
              include (i) the Company or any of its Affiliates, (ii) a
              trustee or other fiduciary holding securities under an employee
              benefits plan of the Company or any of its  subsidiaries, (iii)
              an underwriter temporarily holding securities pursuant to an
              offering of such securities or (iv) a company owned, directly
              or indirectly, by the stockholders of the Company in
              substantially the same proportions as their ownership of stock
              of the Company.
<PAGE> 9
     (b)  In the event of a Change in Control of the Company, all Benefits
          will be paid in a lump sum, to the applicable Participants within
          60 days of the effective date of change in control according to the
          following procedure:
          (1)  A terminated Participant receiving his Benefit in the form of
               an annuity will receive the Actuarial Equivalent value of the
               remaining portion of this Benefit in a lump sum; and
          (2)  A Participant actively employed by the Company will have his
               or her then accrued Benefit computed under the Plan as of the
               date of the Change in Control, but enhanced by adding an
               additional three years to the Participant's then current age
               and three years to his or her then current years of service
               with the Company to determine the amount in Section 2(a),
               excluding any calculations related to the Basic Retirement
               Plan and Social Security.  The Participant will then receive
               the Actuarial Equivalent value of that enhanced Benefit in a
               lump sum.
      Section 5.  DEATH BENEFITS.  In the event of the Participant's death
before payment of his entire Benefit to him or her, the remaining Actuarial
Equivalent value of his or her benefit will be payable to his or her
designated beneficiary ("Designated Beneficiary") in a lump sum within 90
days after his or her death.  In order to qualify as a Designated
Beneficiary, the Participant must name the Beneficiary in writing and deliver
the name of the Designated Beneficiary to the Committee before the
Participant's death.  If the Participant fails to designate a Beneficiary, if
such designation is for any reason illegal or ineffective, or if no
<PAGE> 10
Beneficiary survives the Participant, his or her Benefit otherwise payable
pursuant to this Section shall be paid:
     (i)   to his or her surviving spouse;
     (ii)  if there is no surviving spouse, to his or her descendants
           (including legally adopted children or their descendants) per
           stirpes;
     (iii) if there is neither a surviving spouse nor surviving descendants,
           to the duly appointed and qualified executor or other personal
           representative of the estate of the Participant to be distributed
           in accordance with the Participant's will or applicable intestacy
           law; or
     (iv)  if no such representative is duly appointed and qualified within
           six months after the date of death of such deceased Participant,
           then to such persons as, at the date of death, would be entitled
           to share in the distribution of such deceased Participant's
           personal estate under the provisions of the applicable statute
           then in force governing the descent of intestate property, in the
           proportions specified in such statute.
     Section 6.  FORFEITURE.  Notwithstanding anything otherwise contained in
the Plan no Benefit shall be payable to any Participant whose employment with
the Company terminates for any reason prior to the first to occur of:
     (1) the date he attains his Deferred Vested Age;
     (2) the date he attains his Normal Retirement Age;
     (3) the date of his death;
     (4) the date he incurs a total and permanent disability; or
     (5) the date of a Change in Control.
<PAGE> 11
     Section 7.  ADMINISTRATION OF PLAN.  The Plan shall be administered by
the Committee acting from time to time under the Cash Balance Pension Plan.
     Section 8.  COMPANY'S RIGHTS TO AMEND OR TERMINATE PLAN.  While the
Company intends to maintain the Plan in conjunction with the Cash Balance
Pension Plan, the Company reserves the right to amend the Plan at any time
and from time to time, or to terminate it at any time for any reason;
provided, however, that no amendment or termination of the Plan shall impair
or alter such right to a Benefit that would have arisen under the Plan as it
read before the effective date of such amendment or termination to or with
respect to any employee who has become a Participant in the Plan before the
effective date of such amendment or termination.
     Section 9.  MISCELLANEOUS PROVISIONS.
             9.1.  Definitions.  The terms used in the Plan, that are defined
     in the Cash Balance Pension Plan, shall have the meanings assigned to
     them in the Cash Balance Pension Plan unless otherwise defined in this
     Plan.
             9.2.  Actuarial Equivalent.  Actuarial Equivalent means a
     benefit of equivalent value to another benefit, determined on the basis
     of the interest and mortality rate assumptions described in Appendix A,
     Number 1 to the Cash Balance Pension Plan.
             9.3.  Funding.  (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 Benefit
     hereunder, and (b) no Participant, Beneficiary, or any other person
     shall have any interest in any particular assets of the Company by
     reason of the right to receive a Benefit under the Plan and any such
<PAGE> 12
     Participant, Beneficiary, or other person shall have only the rights of
     a general unsecured creditor with respect to any rights under the Plan.
     All payments will be made from the general assets of the Company and
     each Participant and Beneficiary will be a general unsecured creditor of
     the Company.  There will be no provision for a trust or for the purchase
     of annuities to fund any Benefit.
             9.4.  Income Tax Payout.  Notwithstanding anything to the
     contrary contained herein, (a) in the event that the Internal Revenue
     Service prevails in its claim that any amount of a Benefit payable
     pursuant to the Plan and held in the general assets of the Company,
     constitutes taxable income to a Participant or his or her Beneficiary
     for any such taxable year of him or her, prior to the taxable year in
     which such amount is distributed to him or her, or (b) in the event that
     legal counsel satisfactory to the Company and the applicable Participant
     or his or her Beneficiary renders an opinion that the Service would
     likely prevail in such a claim, the amount of such Benefit held in the
     general assets of the Company, to the extent constituting taxable
     income, shall be immediately distributed to the Participant or his or
     her Beneficiary.  For purposes of this Section, the Service shall be
     deemed to have prevailed in a claim if such claim is upheld by a court
     of final jurisdiction, or if the Participant or Beneficiary, based upon
     an opinion of legal counsel satisfactory to the Company and the
     Participant or his or her Beneficiary, fails to appeal a decision of the
     Service, or a court of applicable jurisdiction, with respect to such
     claim, to an appropriate Service appeals authority or to a court of
     higher jurisdiction within the appropriate time period.
<PAGE> 13
             9.5.  General Conditions.  Except as otherwise expressly
     provided herein, all terms and conditions of the Contributory Plan
     applicable to a Contributory Plan benefit shall also be applicable to a
     Benefit payable hereunder.  Any Contributory Plan benefit or Cash
     Balance Pension Plan benefit shall be paid solely in accordance with the
     terms and conditions of the Contributory Plan or the Cash Balance
     Pension Plan and nothing in the Plan shall operate or be construed in
     any way to modify, amend or affect the terms and provisions of the
     Contributory Plan or the Cash Balance Pension Plan.
             9.6.  Vesting Upon a Change in Control.  Notwithstanding any
     other provisions in the Plan, upon the occurrence of a Change in
     Control, all Participants shall be 100% vested in their Benefits under
     the Plan.
             9.7.  No Guaranty of Benefits.  Nothing contained in the Plan
     shall constitute a guaranty by the Company or any other entity or person
     that the assets of the Company will be sufficient to pay any Benefit
     hereunder.
             9.8.  No Enlargement of Employee Rights.  No Participant or
     Beneficiary shall have any right to a Benefit under the Plan except in
     accordance with the terms of the Plan.  Establishment of the Plan shall
     not be construed to give any Participant or Beneficiary the right to be
     retained in the service of the Company.
             9.9.  Spendthrift Provision.  No interest of any person or
     entity in, or right to receive a Benefit 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
<PAGE> 14
     such interest or right to receive a Benefit 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.
             9.10.  Applicable Law.  The Plan shall be construed and
     administered under the laws of the State of Indiana, except to the
     extent preempted by applicable federal law.
             9.11.  Incapacity of Recipient.  If any person entitled to a
     Benefit payment under the Plan is deemed by the Committee to be
     incapable of personally receiving and giving a valid receipt for such
     payment, then, unless and until claim therefore shall have been made by
     a duly appointed guardian or other legal representative of such person,
     the Committee may provide for such payment or any part thereof to be
     made to any other person or institution then 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 and the Plan
     therefore.
             9.12.  Corporate Successors.  The Plan shall not be
     automatically terminated by a Change in Control of the Company, but the
     Plan shall be continued after such Change in Control only if and to the
     extent that the transferee, purchaser or successor entity agrees to
     continue the Plan.  In the event that the Plan is not continued by the
     transferee, purchaser or successor entity, then the Plan shall terminate
     subject to the provisions of Section 8.
<PAGE> 15
             9.13.  Unclaimed Benefit.  Each Participant shall keep the
     Committee informed of his or her current address and the current address
     of his or her Beneficiaries.  The Committee shall not be obligated to
     search for the whereabouts of any person.  If the location of a
     Participant is not made known to the Committee within three (3) years
     after the date on which payment of the Participant's Benefit 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 additional year after such
     three-year period has elapsed, or, within three years after the actual
     death of a Participant, the Company is unable to locate any Beneficiary
     of the Participant, then the Committee shall have no further obligation
     to pay any Benefit hereunder to such Participant, Beneficiary, or any
     other person and such Benefit shall be irrevocably forfeited.
             9.14.  Limitations on Liability.  Notwithstanding any of the
     preceding provisions of the Plan, none of the Company or any individual
     acting as an employee, or agent at the direction of the Company, or any
     member of the Committee, shall be liable to any Participant, former
     Participant, Beneficiary, or any other person for any claim, loss,
     liability or expense incurred in connection with the Plan.







<PAGE> 16
     IN WITNESS WHEREOF, Franklin Electric Co., Inc. has caused this amended
and restated Plan to be executed in its name, by its duly authorized officer,
on this ____ day of ____________, 2001, effective as of January 1, 2002.
                                               FRANKLIN ELECTRIC CO., INC.
Date:  ________________________                By:  ______________________
                                               ATTEST:
Date:  ________________________                By:  ______________________









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