MORGAN
                STANLEY & CO. 

              INCORPORATED
                

              1585
                Broadway 

              New
                York, New York 10036

            	
              BANC
                OF AMERICA SECURITIES LLC 

              9
                West 57th Street 

              New
                York, NY 10019

            
	 	    

	 	
              GOLDMAN,
                SACHS & CO. 

              85
                Broad Street 

              New
                York, NY 10004

            


    

    


    June
      2,
      2008

    


    


    


    NOTICE
      OF SECURITIES DEMAND 

     

    Sensata
      Technologies Holding B.V.

    Sensata
      Technologies B.V. 

    Sensata
      Technologies Finance Company LLC 

    529
      Pleasant Street, Attleboro, MA 02703 

     

    Attention:    Jeff
      Cote, Chief Financial Officer 

     

    Ladies
      and Gentlemen: 

     

    We
      refer
      to the Engagement Letter dated as of July 11, 2007 (the “Engagement
      Letter”;
      the
      terms defined therein being used herein as therein defined), among the
      undersigned and Sensata Technologies Holding B.V., Sensata Technologies B.V.
      and
      Sensata Technologies Finance Company LLC (collectively, the “Borrowers”),
      and
      hereby give you notice pursuant to the Engagement Letter that the undersigned
      hereby request that the Borrowers issue debt securities to refinance the
      Subordinated Loans, which debt securities shall be issued in Euros, contain
      terms and conditions substantially similar to those applicable to the Borrowers’
existing senior subordinated debt securities, and bear interest at a rate equal
      to 11.25% per annum; provided
      that
      this notice shall only constitute a proposal for the issuance of debt securities
      for purposes of paragraph one of the Engagement Letter upon the printing of
      a
      definitive offering memorandum for the debt securities. 

     

    Notwithstanding
      the requirement set forth in the Engagement Letter that the debt securities
      be
      marketed to investors that are not affiliated with the undersigned Underwriters,
      each of the parties hereto agrees that each of the undersigned Underwriters
      (and/or its respective affiliates) shall be permitted to purchase and hold
      the
      debt securities. In addition, any fee rebate payable by the undersigned
      Underwriters upon

     

    

      


      Notice
        of
        Securities Demand

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    issuance
      of the debt securities and repayment of the Subordinated Loans shall be reduced
      to an amount equal to 50% of the amount that would otherwise be payable under
      the terms of the Fee Letter and shall be payable in U.S. dollars.

    
       

      Except
        as
        otherwise expressly set forth herein, this letter agreement shall not amend,
        waive, modify or otherwise supplement any provision of the Engagement Letter
        or
        the Fee Letter, each of which remains in full force and effect.

       

      Very
        truly yours,

       

      


      MORGAN
        STANLEY & CO.

      INCORPORATED

      


      


      By  /s/
        Todd
        Vannucci                           


            
        Title: MANAGING DIRECTOR

      


      


      BANC
        OF
        AMERICA SECURITIES LLC

       

      By
/s/
        Brad
        Jones                              

             
          Title: MANAGING DIRECTOR

      

      


      


      GOLDMAN,
        SACHS & CO.

       

      By
/s/
        Bruce H.
        Mendelsohn                   

             
          Title: AUTHORIZED SIGNATORY

      

       

      


      


      Each
        of
        the undersigned hereby acknowledges

      and
        agrees to be bound by the foregoing:

       

      SENSATA
        TECHNOLOGIES HOLDING B.V.

      


       

      By
/s/
        Jeffrey
        Cote                               


          
        Title: CHIEF FINANCIAL OFFICER

       

      


      SENSATA
        TECHNOLOGIES B.V.

      


       

      By
/s/
        Jeffrey
        Cote                              

            
          Title: CHIEF FINANCIAL OFFICER

         

        

          


          Notice
            of
            Securities Demand