FRANKLIN ELECTRIC CO., INC.

CODE OF BUSINESS CONDUCT AND ETHICS

Effective January 1, 2012

  1. Purpose
    The purpose of this Code of Business Conduct and Ethics (the “Code”) of Franklin Electric Co., Inc. and its subsidiaries and affiliates (collectively the “Company”) is to deter wrongdoing and promote (a) honest and ethical conduct, including fair dealing and the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (b) full, fair, accurate and timely disclosure of financial and other information in the Company’s public filings under the Securities Act of 1933, as amended (the “1933 Act”) and the Securities Exchange Act of 1934, as amended (the “1934 Act”) and other public communications made by the Company; (c) compliance with applicable laws, rules, and regulations; and (d) the protection of the Company’s legitimate business interests, including corporate opportunities, assets and confidential information.
  2. Scope of this Policy
    Statements made in this policy will not limit the authority of any other Company Corporate Policy.
  3. Principles and Practices
    All directors, officers and employees of the Company are expected to be familiar with this Code and to adhere to those principles and procedures set forth in this Code that apply to them.
    1. Honest and Ethical Conduct. Each director, officer and employee owes a duty to the Company to act with integrity and to treat colleagues, customers, suppliers, and other third parties with dignity and respect. Integrity requires, among other things, being honest, ethical, and candid. Each director, officer, and employee must:
      • Act with integrity, including being honest and candid while still maintaining the confidentiality of information where required or consistent with the Company’s policies;
      • Cooperate with  appropriate inquiries (i) from outside accountants, (ii) pursuant to an internal investigation, or (iii) pursuant to any official investigation or examination by a regulatory or law enforcement agency;
      • Observe both the form and spirit of laws and governmental rules and regulations, accounting standards and the Company’s policies; and
      • Adhere to a high standard of business ethics.
    2. Conflicts of Interest. A “conflict of interest” occurs when an individual’s real or perceived private interest interferes or appears to interfere with the interests of the Company. The Company has a separate Conflicts of Interest Policy which is not incorporated herein. A conflict of interest can arise when a director, officer or employee takes action or has an interest that may make it difficult to perform his or her work for the Company objectively and effectively. All persons covered by this Code should recognize that some situations that would present a conflict for a director, officer or employee may also present a conflict if it were present with respect to a member of his or her family.
    3. Disclosure. Each director, officer or employee involved in the Company’s disclosure process, including the Company’s Chief Executive Officer, Chief Financial Officer and Controller (the “Senior Financial Officers”), is required to be familiar with and comply with the Company’s Disclosure Policy outlining procedures and internal control over financial reporting, to the extent relevant to his or her area of responsibility, so that the Company’s public reports and documents filed with the Securities and Exchange Commission (“SEC”) comply in all material respects with the applicable federal securities laws and SEC rules.  In addition, any person having direct or supervisory authority regarding these SEC filings or the Company’s other public communications concerning its general business, results, financial condition, and prospects should, to the extent appropriate within his or her area of responsibility, consult with other Company officers and employees and take other appropriate steps regarding these disclosures with the goal of making full, fair, accurate, timely, and understandable disclosures. Each director, officer or employee who is involved in the Company’s disclosure process, including the Senior Financial Officers, must:
      • Be familiar with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company;
      • Not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company; and
      • Properly review and critically analyze proposed disclosures for accuracy and completeness (or, where appropriate, delegate this task to others).
    4. Legal Compliance. The Company’s policy is to comply with all applicable laws, rules, and regulations, including, without limitation, all applicable securities laws, anti-trust laws, anti-corruption, anti-money laundering laws, environmental health and safety laws, regulations and permit requirements. It is the personal responsibility of each director, officer, and employee to adhere to the standards and restrictions imposed by those laws, rules and regulations.
    5. Corporate Opportunities. Directors, officers, and employees owe a duty to the Company to advance the Company’s business interests when the opportunity to do so arises. Directors, officers, and employees are prohibited from taking (or directing to a third party) a business opportunity that is discovered through the use of corporate property, information, or position, unless the Company has already been offered the opportunity and declined it. More generally, directors, officers and employees are prohibited from using corporate property, information, or position for personal gain and from competing with the Company.
    6. Confidentiality. In carrying out the Company’s business, directors, officers, and employees often learn confidential or proprietary information about the Company, its customers, service providers, suppliers, or others with whom it does business. Directors, officers, and employees must maintain the confidentiality of all information so entrusted to them, except when disclosure is authorized or legally mandated. Confidential or proprietary information of the Company, and of other companies, includes any non-public information the disclosure of which would be harmful to the relevant company or useful or helpful to competitors.
    7. Fair Dealing. Each director, officer, and em­ployee should endeavor to deal fairly with the Company’s customers, service providers, suppliers, competitors, and employees. No director, officer, or employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.
    8. Protection and Proper Use of the Company’s Assets. All directors, officers, and employees should protect the Company’s assets and ensure their efficient use. All Company assets should be used only for legitimate business purposes. Theft of corporate assets is prohibited and carelessness and waste should be avoided.
  4. Compliance and Accountability
    1. Audit Committee Oversight. The Audit Committee is responsible for compliance with this Code. It will report material violations to the Board of Directors and recommend to the Board appropriate action. Persons who violate or cause violations of this Code may be subject to disciplinary actions, including dismissal, as determined by the Board.
      Each director, officer or employee must:
      • Promptly notify the Internal Audit and Legal Departments in person, in writing, or via the Ethics and Integrity Hotline of any suspected past, ongoing, or potential violation of this Code; and
      • Consistent with the Company's Non-Retaliation Policy, not retaliate in any manner against any other director, officer, employee, or any other person for reports of potential violations that are made in good faith. This includes not discriminating in any way against any reporting employee in the terms and conditions of employment.
      Any questions relating to how this Code should be interpreted or applied should
      be addressed to the Internal Audit and Legal Departments.
    2. Administration. The Chief Financial Officer in conjunction with the Internal Audit and Legal Departments shall be responsible for the administration of this policy.
    3. Waivers. The Company may waive provisions of this Code. Any request for a waiver of any provision of this Code must be in writing. Any waiver of a provision of this Code for directors or executive officers may be made only by the Board of Directors. A waiver and the reasons for granting the waiver for a director or executive officer must be promptly disclosed in the manner required by the rules of the SEC and The Nasdaq Stock Market. Any waiver for other employees may be made only by the Internal Audit and Legal Departments. 
    4. Disclosure of the Code. This Code shall be posted on the Company’s website. The fact that this Code is posted on the website shall be disclosed in the Company’s Form 10-K each year. The Company shall make such other disclosure of this Code as is required by law.