Exhibit
4.1

     

    THOMAS
& BETTS CORPORATION

     

    and

     

    THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A.,

     

    as
Trustee

     

    _________________________________________________________________

     

    Supplemental
Indenture No. 3

    


    Dated as
of November 23, 2009

     

    _________________________________________________________________

     

    5.625%
Senior Notes due 2021

     

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    TABLE
OF CONTENTS

     

      
        

      

    

    
      
        
          
            	 
      	 
      	
                    PAGE

                  
	
                    ARTICLE
      1

                  
	
                    RELATION
      TO THE BASE INDENTURE; DEFINITIONS AND OTHER PROVISIONS OF GENERAL
      APPLICATION

                  
	 
      	 
      	 
      
	
                    Section
      1.01.

                  	
                    Relation
      to the Base Indenture

                  	
                    1

                  
	
                    Section
      1.02.

                  	
                    Definitions
      and Other Provisions of General Application

                  	
                    1

                  
	
                    Section
      1.03.

                  	
                    Other
      Definitions

                  	
                    7

                  
	 
      
	
                    ARTICLE
      2

                  
	
                    THE
      SERIES OF NOTES

                  
	 
      	 
      	 
      
	
                    Section
      2.01.

                  	
                    Title

                  	
                    7

                  
	
                    Section
      2.02.

                  	
                    Principal
      Amount

                  	
                    7

                  
	
                    Section
      2.03.

                  	
                    Form
      of Notes

                  	
                    8

                  
	
                    Section
      2.04.

                  	
                    Denomination
      and Date of Securities; Payment of Interest

                  	
                    8

                  
	
                    Section
      2.05.

                  	
                    Depository

                  	
                    8

                  
	 
      
	
                    ARTICLE
      3

                  
	
                    REDEMPTION

                  
	 
      	 
      	 
      
	
                    Section
      3.01.

                  	
                    Optional
      Redemption

                  	
                    8

                  
	 
      
	
                    ARTICLE
      4

                  
	
                    REMEDIES

                  
	 
      	 
      	 
      
	
                    Section
      4.01.

                  	
                    Events
      of Default Applicable to the Notes.

                  	
                    9

                  
	
                    Section
      4.02.

                  	
                    Acceleration
      of Maturity; Rescission and Amendment

                  	
                    10

                  
	 
      
	
                    ARTICLE
      5

                  
	
                    COVENANTS

                  
	 
      	 
      	 
      
	
                    Section
      5.01.

                  	
                    Reports

                  	
                    12

                  
	
                    Section
      5.02.

                  	
                    Limitations
      upon Liens

                  	
                    12

                  
	
                    Section
      5.03.

                  	
                    Limitations
      upon Sales and Lease-Backs

                  	
                    13

                  
	
                    Section
      5.04.

                  	
                    Repurchase
      of Notes upon a Change of Control Triggering Event

                  	
                    14

                  
	 
      
	
                    ARTICLE
      6

                  
	
                    MODIFICATION,
      AMENDMENT AND WAIVER

                  
	 
      	 
      	 
      
	
                    Section
      6.01.

                  	
                    Modification,
      Amendment and Waiver

                  	
                    16

                  
	 
      


          

           

           

          
            
              
              

            

            
              i

              
                

              

            

            
              
              

            

          

           

          
            	
                    ARTICLE
      7

                  
	
                    DEFEASANCE

                  
	 
      	 
      	 
      
	
                    Section
      7.01.

                  	
                    Defeasance

                  	
                    16

                  
	
                    Section
      7.02.

                  	
                    Covenant
      Defeasance

                  	
                    16

                  
	
                    Section
      7.03.

                  	
                    Additional
      Covenant Defeasance

                  	
                    16

                  
	 
      
	
                    ARTICLE
      8

                  
	
                    MISCELLANEOUS

                  
	 
      	 
      	 
      
	
                    Section
      8.01.

                  	
                    Supplemental
      Indenture

                  	
                    16

                  
	
                    Section
      8.02.

                  	
                    Counterparts

                  	
                    16

                  
	
                    Section
      8.03.

                  	
                    Governing
      Law

                  	
                    16

                  


          

          

 

        

      

    

    
      
        
           


        

        
          ii

          
            

          

        

        
           


        

      

    

    


    SUPPLEMENTAL
INDENTURE NO. 3, dated as of November 23, 2009, between Thomas & Betts
Corporation, a Tennessee corporation (the “Company”) and The Bank of New
York Mellon Trust Company, N.A., a national association, as Trustee (the “Trustee”) (the “Supplemental
Indenture”).

     

    RECITALS
OF THE COMPANY

     

    The
Company and the Trustee have executed and delivered an Indenture dated as of
August 1, 1998 (the “Base
Indenture” and, as supplemented by this Supplemental Indenture, the
“Indenture”) to provide
for the issuance from time to time of the Company’s senior unsecured debentures,
bonds, notes or other evidences of indebtedness (the “Securities”).

     

    Sections
2.01 and 3.01 of the Base Indenture provide that the form and terms of
Securities of any series may be established pursuant to an indenture
supplemental to the Base Indenture.

     

    The
Company wishes to create and issue a series of Securities under the Indenture,
designated as the “5.625% Senior Notes due 2021” in the initial aggregate
principal amount of $250,000,000 (the “Notes”).

     

    All
things necessary to make the Notes, when executed by the Company and
authenticated and delivered hereunder and under the Base Indenture and duly
issued by the Company and to make this Supplemental Indenture a valid agreement
of the Company, in accordance with their and its terms, respectively, have been
done.

     

    NOW,
THEREFORE, this Supplemental Indenture WITNESSETH:

     

    For and
in consideration of the premises and the purchase of the Notes by the Holders
thereof, it is mutually covenanted and agreed, for the equal and proportionate
benefit of the Holders of the Notes, as follows:

     

    ARTICLE
1

    Relation
to the Base Indenture; Definitions and Other Provisions of General
Application

     

    Section
1.01.  Relation to
the Base Indenture.  This
Supplemental Indenture constitutes a supplement to the Base Indenture as well as
an integral part of the Indenture.

     

    Section
1.02.  Definitions
and Other Provisions of General Application.  For all
purposes of this Supplemental
Indenture unless otherwise specified herein:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a)        all
terms used in this Supplemental Indenture which are not otherwise defined herein
shall have the meanings they are given in the Base Indenture;

     

    (b)        the
provisions of general application stated in Section 1.01 of the Base Indenture
shall apply to this Supplemental Indenture, except that the words “herein,” “hereof,” “hereto” and “hereunder” and other words of
similar import refer to this Supplemental Indenture as a whole and not to the
Base Indenture or any particular Article, Section or other subdivision of the
Base Indenture or this Supplemental Indenture;

     

    (c)        Section
1.01 of the Base Indenture is amended and supplemented, solely with respect to
the Notes, by inserting the following additional defined terms in their
appropriate alphabetical positions:

     

    “Attributable Debt” means, with
respect to a Sale and Lease-Back Transaction with respect to any Principal
Property, at the time of determination, the present value of the total net
amount of rent required to be paid under such lease during the remaining term
thereof (including any period for which such lease has been extended),
discounted at the rate of interest set forth or implicit in the terms of such
lease (or, if not practicable to determine such rate, the weighted average
interest rate per annum borne by the Notes then Outstanding under the Indenture)
compounded semi-annually. In the case of any lease which is terminable by the
lessee upon the payment of a penalty, such net amount shall be the lesser of (x)
the net amount determined assuming termination upon the first date such lease
may be terminated (in which case the net amount shall also include the amount of
the penalty, but shall not include any rent that would be required to be paid
under such lease subsequent to the first date upon which it may be so
terminated) or (y) the net amount determined assuming no such
termination.

     

    “Capital Stock”
means:

     

    (1)           with
respect to any Person that is a corporation, any and all shares, interests,
participations or other equivalents (however designated and whether or not
voting) of corporate stock, including each class of common stock and preferred
stock of such Person, and all options, warrants or other rights to purchase or
acquire any of the foregoing; and

     

    (2)           with
respect to any Person that is not a corporation, any and all partnership,
membership or other equity interests of such Person, and all options, warrants
or other rights to purchase or acquire any of the foregoing.

     

    “Change of Control” means the
occurrence of any one of the following: (1) the direct or indirect sale, lease,
transfer, conveyance or other disposition 

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (other
than by way of merger, amalgamation, arrangement or consolidation), in one or a
series of related transactions, of all or substantially all of the Company’s
properties or assets and those of its Subsidiaries, taken as a whole, to one or
more persons, other than to the Company or one of its Subsidiaries; (2) the
first day on which a majority of the members of the Board of Directors is not
composed of Continuing Directors; (3) the consummation of any transaction
including, without limitation, any merger, amalgamation, arrangement or
consolidation the result of which is that any person becomes the beneficial
owner, directly or indirectly, of more than 50% of the Company’s Voting Stock;
(4) the Company consolidates with, or merges with or into, any person, or any
person consolidates with, or merges with or into, the Company, in any such event
pursuant to a transaction in which any of the outstanding Voting Stock of the
Company or of such other person is converted into or exchanged for cash,
securities or other property, other than any such transaction where the shares
of the Company’s Voting Stock outstanding immediately prior to such transaction
constitute, or are converted into or exchanged for, a majority of the Voting
Stock of the surviving person immediately after giving effect to such
transaction; or (5) the adoption of a plan relating to the liquidation or
dissolution of the Company. For the purposes of this definition, “person” and
“beneficial owner” have the meanings used in Section 13(d) of the Exchange
Act.

     

    “Change of Control Triggering
Event” means the Notes cease to be rated Investment Grade by both Rating
Agencies on any date during the period (the “Trigger Period”) commencing 60
days prior to the first public announcement of the Change of Control or the
Company’s intention to effect a Change of Control and ending 60 days following
consummation of such Change of Control, which Trigger Period shall be extended
following consummation of a Change of Control for so long as either of the
Rating Agencies has publicly announced that it is considering a possible ratings
change. Unless at least one of the Rating Agencies is providing a rating for the
Notes at the commencement of any Trigger Period, the Notes shall be deemed to
have ceased to be rated Investment Grade during that Trigger Period.
Notwithstanding the foregoing, no Change of Control Triggering Event shall be
deemed to have occurred in connection with any particular Change of Control
unless and until such Change of Control has actually been
consummated.

     

    “Comparable Treasury Issue”
means the United States Treasury security or securities selected by an
Independent Investment Banker as having an actual or interpolated maturity
comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of a comparable
maturity to the remaining term of such Notes.

     

    “Comparable Treasury Price”
means, with respect to any Redemption Date, (1) the average of the Reference
Treasury Dealer Quotations for such 

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Redemption
Date after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (2) if the Company obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.

     

    “Consolidated Net Tangible
Assets” means, as of any date on which the Company effects a transaction
requiring such Consolidated Net Tangible Assets to be measured hereunder, the
aggregate amount of assets (less applicable reserves) after deducting therefrom:
(a) all current liabilities, except for current maturities of long-term debt and
obligations under capital leases; and (b) intangible assets (including
goodwill), to the extent included in said aggregate amount of assets, all as set
forth in the Company’s most recent consolidated balance sheet and computed in
accordance with generally accepted accounting principles in the United States of
America applied on a consistent basis.

     

    “Continuing Directors” means,
as of any date of determination, any member of the Board of Directors who (1)
was a member of the Board of Directors on the Issue Date; or (2) was nominated
for election, elected or appointed to the Board of Directors with the approval
of a majority of the Continuing Directors who were members of the Board of
Directors at the time of such nomination, election or appointment (either by a
specific vote or by approval by such directors of the Company’s proxy statement
in which such member was named as a nominee for election as a
director).

     

    “Default” means an event or
condition the occurrence of which is, or with the lapse of time or the giving of
notice or both would be, an Event of Default.

     

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended.

     

    “Hedging Obligations”
means:

     

    (1)           interest
rate swap agreements (whether from fixed to floating or from floating to fixed),
interest rate cap agreements and interest rate collar agreements;

     

    (2)           other
agreements or arrangements designed to manage interest rates or interest rate
risk;

     

    (3)           other
agreements or arrangements designed to protect against fluctuations in currency
exchange rates or commodity prices; and

     

    (4)           other
agreements or arrangements designed to protect against fluctuations in equity
prices.

     

    “Indebtedness” means with
respect to any Person, without duplication:

     

    (1) all
obligations of such Person for borrowed money; and

     

     

    
      
        
        

      

      
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    (2) all
obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments.

     

    “Independent Investment Banker”
means one of the Reference Treasury Dealers appointed by the
Company.

     

    “Investment Grade” means a
rating equal to or higher than Baa3 by Moody’s (or the equivalent under any
successor rating category of Moody’s) or BBB- by S&P (or the equivalent
under any successor rating category of S&P) and the equivalent investment
grade credit rating from any replacement Rating Agency or Rating Agencies
selected by the Company.

     

    “Issue Date” means November 23,
2009, the date of original issuance of the Notes.

     

     “Lien” means any lien,
mortgage, deed of trust, hypothecation, pledge, security interest, charge or
encumbrance of any kind.

     

    “Moody’s” means Moody’s
Investors Service, Inc., a subsidiary of Moody’s Corporation, and its
successors.

     

    “Principal Property” means the
land, improvements, buildings, fixtures and equipment (including any leasehold
interest therein) constituting the Company’s principal corporate office, any
manufacturing plant, or any manufacturing, distribution or research facility (in
each case, whether now owned or hereafter acquired) which is owned or leased by
the Company, unless the Board of Directors has determined in good faith that
such office, plant or facility is not of material importance to the total
business conducted by the Company and its Subsidiaries taken as a whole. With
respect to any Sale and Lease-Back Transaction or series of related Sale and
Lease-Back Transactions, the determination of whether any property is a
Principal Property shall be determined by reference to all properties affected
by such transaction or series of transactions.

     

    “Rating Agencies” means (a)
each of Moody’s and S&P; and (b) if either of the Rating Agencies ceases to
provide rating services to issuers or investors, and no Change of Control
Triggering Event has occurred or is occurring, a “nationally recognized
statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F)
under the Exchange Act that is selected by the Company (as certified by a
resolution of the Board of Directors) as a replacement for such Rating Agency
that is reasonably acceptable to the Company.

     

    “Reference Treasury Dealer”
means Banc of America Securities LLC, J.P. Morgan Securities Inc. or a Primary
Treasury Dealer selected by Wells Fargo Securities, LLC and their respective
affiliates, and their respective successors and one other nationally recognized
investment banking firm that is a primary U.S. 

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    government
securities dealer in New York City (a “Primary Treasury Dealer”) as
selected by the Company. If any of the foregoing or their affiliates shall cease
to be a Primary Treasury Dealer, the Company shall substitute therefor another
Primary Treasury Dealer.

     

    “Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Company, of the bid and ask
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day
preceding such Redemption Date.

     

    “Remaining Scheduled Payments”
means, with respect to each Note to be redeemed, the remaining scheduled
payments of principal of and interest on the Note that would be due after the
related Redemption Date but for the redemption. If that Redemption Date is not
an Interest Payment Date with respect to a Note, the amount of the next
succeeding scheduled interest payment on the Note shall be reduced by the amount
of interest accrued on the Note to the Redemption Date.

     

    “S&P” means Standard &
Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., and its
successors.

     

    “Sale and Lease-Back
Transaction” means any arrangement with any Person providing for the
leasing by the Company of any Principal Property, whether now owned or hereafter
acquired, which Principal Property has been or is to be sold or transferred by
the Company to such Person.

     

    “Significant Subsidiary” means,
with respect to any Person, any Subsidiary of such Person that satisfies the
criteria for a “significant subsidiary” as set forth in Rule 1-02(w) of
Regulation S-X under the Exchange Act.

     

    “Treasury Rate” means, with
respect to any Redemption Date, the rate per annum equal to the semiannual
equivalent yield to maturity or interpolation (on a day count basis) of the
interpolated Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.

     

    “Voting Stock” means, with
respect to any specified Person as of any date means the capital stock of such
Person that is at the time entitled to vote generally in the election of the
board of directors of such Person.

     

    (d)        The
defined term “Regular Record
Date” in Section 1.01 of the Base Indenture is amended and supplemented,
solely with respect to the Notes, to add the following second
sentence:

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “The
Regular Record Date for the Notes shall be the May 1 or November 1 immediately
preceding the relevant Interest Payment Date for the Notes.”

     

    (e)        The
defined term “Subsidiary” in Section 1.01 of
the Base Indenture is amended and supplemented (and replaced), solely with
respect to the Notes, by the following defined term:

     

    “Subsidiary” means any
Corporation, limited liability company, limited partnership or other similar
type of business entity in which the Company and/or one or more of its
Subsidiaries together own more than 50% of the total voting power of shares of
Capital Stock entitled (without regard to the occurrence of any contingency) to
vote in the election of the board of directors or similar governing body of such
Corporation, limited liability company, limited partnership or other similar
type of business entity, directly or indirectly.

     

    Section
1.03.  Other
Definitions.  Each of the
following terms is defined in the section set forth opposite such
term:

     

    
      	
              Term

            	
              Section

            
	
              Base
      Indenture

            	
              Recitals

            
	
              Change
      of Control Offer

            	
              Section
      5.04(a)

            
	
              Change
      of Control Payment

            	
              Section
      5.04(a)

            
	
              Change
      of Control Payment Date

            	
              Section
      5.04(b)

            
	
              DTC

            	
              Section
      2.05

            
	
              Events
      of Default

            	
              Section
      4.01

            
	
              Indenture

            	
              Recitals

            
	
              Notes

            	
              Recitals

            
	
              Notice
      of Acceleration

            	
              Section
      4.02(a)

            
	
              Primary
      Treasury Dealer

            	
              Section
      1.02

            
	
              Trigger
      Period

            	
              Section
      1.02

            
	
              Securities

            	
              Recitals

            


    

    


     

    ARTICLE
2

    The
Series of Notes

     

    Section
2.01.  Title.  There shall be a
series of Securities designated the 5.625% Senior Notes due 2021.

     

    Section
2.02.  Principal
Amount.  The aggregate principal amount of the Notes which may be
authenticated and delivered under this Supplemental Indenture shall initially be
$250,000,000. The Notes need not be issued at one time and, unless otherwise
provided, additional Notes may also be issued by the Company and authenticated
and delivered under this Indenture after the Issue 

     

     

    
      
        
        

      

      
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    Date
having the same interest rate and other terms as the Notes issued on the Issue
Date and in an aggregate principal amount, together with the Notes issued on the
Issue Date, exceeding the amount set forth in the preceding
sentence.

     

    Section
2.03.  Form of
Notes.  The Notes shall
be substantially in the form of Exhibit A attached hereto.  The terms
of such Notes are herein incorporated by reference and are part of this
Supplemental Indenture.

     

    Section
2.04.  Denomination
and Date of Securities; Payment of Interest.  (a) The Notes shall be
issuable in denominations of $2,000 and any integral multiples of $1,000 in
excess thereof.

     

    (b)        Each
Note shall be dated the date of its authentication and shall bear interest from
the most recent date to which interest has been paid on the Notes, or, if no
interest has been paid, from the Issue Date.  Interest on the Notes
shall be payable on each Interest Payment Date.

     

    (c)        Except
as provided in Section 3.07 of the Base Indenture, the Person in whose name any
Note is registered at the close of business on any Regular Record Date with
respect to any Interest Payment Date shall be entitled to receive the interest,
if any, payable on such Interest Payment Date, notwithstanding any transfer or
exchange of such Note subsequent to the Regular Record Date and prior to such
Interest Payment Date.

     

    Section
2.05.  Depository.  The Depository
for any Notes issued as Global Securities shall be The Depository Trust Company
in The City of New York (“DTC”) or any successor
Depository appointed by the Company within 90 days of the termination of the
services of DTC (or any successor to DTC).

     

     

    ARTICLE
3

    Redemption

     

    Section
3.01.  Optional
Redemption.  (a) The Company may redeem
the Notes, in whole or in part, at the Company’s option, at any time and from
time to time prior to maturity on at least 30 days’, but not more than 60 days’,
prior notice mailed to the registered address of each Holder of the
Notes.

     

    (b)        The
Redemption Price shall be equal to the greater of (i) 100% of the principal
amount of the Notes to be redeemed or (ii) the sum of the present values of the
Remaining Scheduled Payments, discounted, on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at a rate equal to the sum of
the Treasury Rate plus 40 basis points plus, in each case, accrued and unpaid
interest on the Notes to the Redemption Date; provided that the principal


     

     

    
      
        
        

      

      
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    amount of
a Note remaining outstanding after redemption in part shall be $2,000 or an
integral multiple of $1,000 in excess thereof.

     

    (c)        In
the event that the Company chooses to redeem less than all of the Notes,
selection of the Notes for redemption shall be made by the Trustee on a pro rata
basis, by lot or by such method as the Trustee shall deem fair and
appropriate.

     

    (d)        In
the event that any Note is redeemed in part only, the notice of redemption that
relates to such Note shall state the portion of the principal amount thereof to
be redeemed. A new Note in principal amount equal to the unredeemed portion
thereof shall be issued in the name of the Holder thereof upon cancellation of
the original Note.

     

    (e)        The
Company shall deposit funds in satisfaction of the Redemption Price for any
Notes to be redeemed at least one Business Day before the applicable Redemption
Date.

     

    (f)        On
and after the Redemption Date, interest shall cease to accrue on Notes or
portions thereof called for redemption as long as the Company has deposited with
the Paying Agent funds in satisfaction of the applicable Redemption
Price.

     

    (g)        Any
redemption pursuant to this Article 3 shall be made pursuant to the provisions
of Article 11 of the Base Indenture.

     

    ARTICLE
4

    Remedies

     

    Section
4.01. Events of Default
Applicable to the Notes. Pursuant to Section 3.01(s) of the Base
Indenture, the following “Events of Default” shall apply
with respect to the Notes:

     

    (a)        default
in the payment of any interest on the Notes when it becomes due and payable, and
continuance of such default for a period of 30 days;

     

    (b)        default
in the payment of principal of (or premium, if any, on) the Notes at its
Maturity;

     

    (c)        default
in the performance, or breach, of the Company’s obligations under Section 8.01
of the Base Indenture;

     

     

    
      
        
        

      

      
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    (d)        default
in the performance, or breach, of any covenant in this Indenture (other than
clauses (a) and (b) immediately above) for more than 60 days after written
notice from the Trustee or the Holders of 25% of the Outstanding principal
amount of the Notes, voting together as a single class, is provided to the
Company;

     

    (e)        failure
by the Company to make any payment, at the Stated Maturity or upon acceleration,
on any Indebtedness of the Company at any one time in an amount in excess of
$50,000,000, whether such Indebtedness now exists or shall hereafter be created,
if the Indebtedness is not discharged or the acceleration is not annulled within
60 days after written notice to the Company by the Trustee or the Holders of at
least 25% of the Outstanding principal amount of the Notes;

     

    (f)        the
entry by a court having jurisdiction of a decree or order adjudging the Company
or any of its Significant Subsidiaries a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company or any of its Significant
Subsidiaries, under federal bankruptcy law or any other applicable federal or
state law or appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or any of its Significant
Subsidiaries, or of any substantial part of the Company’s or any of its
Significant Subsidiaries’ property, or ordering the winding up or liquidation of
the Company’s or any of its Significant Subsidiaries’ affairs, and the
continuance of any such decree or order unstayed and in effect for a period of
60 consecutive days; or

     

    (g)        the
commencement by the Company or any of its Significant Subsidiaries of
proceedings to be adjudicated a bankrupt or insolvent, or the consent by the
Company or any of its Significant Subsidiaries to the commencement of bankruptcy
or insolvency proceedings against it, or the filing by the Company or any of its
Significant Subsidiaries of a petition or answer or consent seeking
reorganization or relief under federal bankruptcy law or any other applicable
federal or state law, or the consent by the Company or any of its Significant
Subsidiaries to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee, sequestrator or similar official of the
Company or any of its Significant Subsidiaries or of any substantial part of the
Company’s or any of its Significant Subsidiaries’ property, or the making by the
Company or any of its Significant Subsidiaries of a general assignment for the
benefit of creditors, or the admission by the Company or any of its Significant
Subsidiaries in writing of its inability to pay its debts generally as they
become due, or the taking of corporate action by the Company or any of its
Significant Subsidiaries in furtherance of any such action.

     

    Section
4.02. Acceleration of
Maturity; Rescission and Amendment.  (a) If an Event of Default
with respect to the Notes (other than an Event of Default 

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    specified
in Section 4.01(f) or Section 4.01(g) hereof) occurs and is continuing, then the
Trustee or the Holders of at least 25% of the Outstanding principal amount of
the Notes, voting together as a single class, may declare the principal of and
accrued interest on all the Notes to be due and payable by notice in writing to
the Company and the Trustee specifying the respective Event of Default and that
it is a “Notice of
Acceleration” and the same shall become immediately due and payable.
Notwithstanding the foregoing, if an Event of Default specified in Section
4.01(f) or Section 4.01(g) hereof occurs and is continuing, then all unpaid
principal of and premium, if any, and accrued and unpaid interest on the Notes
shall automatically become and be due and payable without any declaration or
other act on the part of the Trustee or any Holder of the Notes.

     

    (b)        At
any time after such a declaration of acceleration with respect to the Notes has
been made as described in Section 4.02(a) hereof, the Holders of a majority in
principal amount of the Outstanding Notes (including additional Notes, if any),
by written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if:

     

    (i)                 the
Company has paid or deposited with the Trustee a sum sufficient to
pay:

     

    (A)              all
overdue installments of interest on and any Additional Amounts with respect to
the Notes;

     

    (B)              the
principal of (and premium, if any, on) any Notes which have become due otherwise
than by such declaration of acceleration and interest thereon at the rate borne
by the Notes and any Additional Amounts;

     

    (C)              to
the extent that payment of such interest or Additional Amounts is lawful,
interest upon overdue interest and any Additional Amount at the rate borne by
the Notes; and

     

    (D)              all
sums paid or advanced to the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel;
and

     

    (E)              all
Events of Default with respect to the Notes, other than the non-payment of the
principal of the Notes which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 5.13 of the Base
Indenture.

     

    No such
rescission shall affect any subsequent default or impair any right consequent
thereon.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    ARTICLE
5

    Covenants

     

    Section
5.01. Reports.  In addition to
the covenants set forth in Article 10 of the Base Indenture, the Company
covenants and agrees for the benefit of the Holders of the Notes, and whether or
not required by the rules and regulations of the Commission, that so long as any
Notes are Outstanding, the Company shall file with the Commission, to the extent
such filings are accepted by the Commission, and shall furnish (within 15 days
after such filing) to the Trustee and to the Holders of the Notes all quarterly
and annual reports and other information, documents and reports that would be
required to be filed with the Commission pursuant to Section 13 of the Exchange
Act if the Company were required to file under such Section.

     

    Section
5.02. Limitations upon
Liens.  In addition to the covenants set forth in Article 10 of
the Base Indenture, the Company covenants and agrees for the benefit of the
Holders of the Notes that the Company shall not issue, incur, create, assume or
guarantee any Indebtedness secured by a Lien upon any Principal Property or upon
any of the Capital Stock or Indebtedness of any of its Significant Subsidiaries
(whether such Principal Property, or Capital Stock or Indebtedness is now
existing or owed or is hereafter created or acquired) without in any such case
effectively providing, concurrently with the issuance, incurrence, creation,
assumption or guaranty of any such secured Indebtedness, or the grant of such
Lien, that the Notes (together, if the Company shall so determine, with any
other Indebtedness of or guarantee by the Company ranking equally with the
Notes) shall be secured equally and ratably with (or, at the Company’s option,
prior to) such secured Indebtedness. The foregoing restriction, however, shall
not apply to any of the following:

     

    (a)        Liens
existing on the Issue Date;

     

    (b)        Liens
on assets or property of a Person at the time it becomes a Subsidiary, securing
Indebtedness of such Person, provided such Indebtedness was not incurred in
connection with such Person or entity becoming a Subsidiary and such Liens do
not extend to any assets other than those of the Person becoming a
Subsidiary;

     

    (c)        Liens
on property or assets of a Person existing at the time such Person is merged
into or consolidated with the Company or any of its Subsidiaries, or at the time
of a sale, lease or other disposition of all or substantially all of the
properties or assets of a Person to the Company or any of its Subsidiaries,
provided that such Lien was not incurred in anticipation of the merger,
consolidation, or sale, lease, other disposition or other such transaction by
which such Person was merged into or consolidated with the Company or any of its
Subsidiaries;

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (d)        Liens
existing on assets created at the time of, or within the 12 months following,
the acquisition, purchase, lease, improvement or development of such assets to
secure all or a portion of the purchase price or lease for, or the costs of
improvement or development of (in each case including related costs and
expenses), such assets;

     

    (e)        Liens
to secure any extension, renewal, refinancing or refunding (or successive
extensions, renewals, refinancings or refundings), in whole or in part, of any
Indebtedness secured by Liens referred to in Sections 5.02(a), (b), (c) and (d)
above, so long as such Lien is limited to all or part of substantially the same
property which secured the Lien extended, renewed or replaced, and the amount of
Indebtedness secured is not increased (other than by the amount equal to any
costs and expenses (including any premiums, fees or penalties) incurred in
connection with any extension, renewal, refinancing or refunding);

     

    (f)        Liens
for taxes not yet due or that are being contested in good faith by appropriate
proceedings, provided that adequate reserves with respect thereto are maintained
on the books of the Company in conformity with generally accepted accounting
principles;

     

    (g)        Liens
imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s,
repairmen’s or other like Liens arising in the ordinary course of business that
are not overdue for a period of more than 30 days or that are being contested in
good faith by appropriate proceedings;

     

    (h)        Liens
to secure the performance of bids, trade contracts, leases, statutory
obligations, surety and appeal bonds, performance bonds and other obligations of
a like nature incurred in the ordinary course of business; 

     

    (i)        Liens
in favor of only the Company or one or more of its Subsidiaries;

     

    (j)        Liens
in favor of the Trustee securing Indebtedness owed under the Indenture to the
Trustee and granted in accordance with the Indenture; and

     

    (k)        Liens
to secure Hedging Obligations. 

     

    Notwithstanding
the foregoing, the Company shall be permitted to incur Indebtedness, secured by
Liens otherwise prohibited by this Section 5.02, which, together with the value
of Attributable Debt outstanding pursuant to the last paragraph of Section 5.03
hereof, do not exceed 15% of Consolidated Net Tangible Assets measured at the
date of incurrence of the Lien.

     

    Section
5.03.  Limitations upon Sales and
Lease-Backs.  The Company shall not enter into any Sale and
Lease-Back Transaction with respect to any Principal Property, other than any
such Sale and Lease-Back Transaction 

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    involving
a lease for a term of not more than three years or any such Sale and Lease-Back
Transaction between the Company and one of its Subsidiaries or between the
Company’s Subsidiaries, unless:

     

    (a)        the
Company or such Subsidiary would be entitled to incur Indebtedness secured by a
Lien on the Principal Property involved in such Sale and Lease-Back Transaction
at least equal in amount to the Attributable Debt with respect to such Sale and
Lease-Back Transaction, without equally and ratably securing the Notes, pursuant
to Section 5.02 hereof; or

     

    (b)        the
proceeds of such Sale and Lease-Back Transaction are at least equal to the fair
market value of the affected Principal Property (as determined in good faith by
the Board of Directors) and the Company applies an amount equal to the net
proceeds of such Sale and Lease-Back Transaction within 365 days of such Sale
and Lease-Back Transaction to any (or a combination) of (i) the prepayment or
retirement of the Notes, (ii) the prepayment or retirement (other than any
mandatory retirement, mandatory prepayment or sinking fund payment or by payment
at maturity) of other Indebtedness of the Company or of one of its Subsidiaries
(other than Indebtedness that is subordinated to the Notes or Indebtedness owed
to the Company or one of its Subsidiaries) that matures more than 12 months
after its creation or (iii) the purchase, construction, development, expansion
or improvement of other comparable property.

     

    Notwithstanding
the restrictions in this Section 5.03, the Company shall be permitted to enter
into Sale and Lease-Back Transactions otherwise prohibited by this Section 5.03,
which, together with all Indebtedness outstanding pursuant to the last paragraph
of Section 5.02 hereof, do not exceed 15% of Consolidated Net Tangible Assets
measured at the closing date of the Sale and Lease-Back
Transaction.

     

    Section
5.04.  Repurchase of
Notes upon a Change of Control Triggering Event.  (a) If a
Change of Control Triggering Event occurs, unless the Company has exercised its
right to redeem the Notes pursuant to Section 3.01 hereof, the Company shall be
required to make an offer to repurchase all or, at the Holder’s option, any part
(equal to $2,000 or any multiple of $1,000 in excess thereof), of each Holder’s
Notes pursuant to the offer described in Section 5.04(b) below (the “Change of Control Offer”). In
the Change of Control Offer, the Company shall be required to offer payment in
cash equal to 101% of the aggregate principal amount of Notes repurchased plus
accrued and unpaid interest, if any, on the Notes repurchased, to, but not
including, the date of purchase (the “Change of Control Payment”),
subject to the rights of Holders of the Notes on the relevant Regular Record
Date to receive interest due on the relevant Interest Payment Date.

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (b)        Within
30 days following any Change of Control Triggering Event, the Company shall be
required to mail a notice to Holders of the Notes, with a copy to the Trustee,
describing the transaction or transactions that constitute the Change of Control
Triggering Event and offering to repurchase the Notes on the date specified in
the notice, which date shall be no earlier than 30 days and no later than 60
days from the date such notice is mailed (the “Change of Control Payment
Date”), pursuant to the procedures specified herein and described in such
notice. The Company shall comply with the requirements of applicable securities
laws and regulations in connection with the repurchase of the Notes as a result
of a Change of Control Triggering Event.

     

    (c)        On
the Change of Control Payment Date, the Company shall be required, to the extent
lawful, to (1) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (2) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes
or portions thereof properly tendered and (3) deliver or cause to be delivered
to the Trustee the Notes so accepted together with an Officer’s Certificate
stating that the aggregate principal amount of such Notes or portions thereof
being purchased by the Company pursuant to this Section 5.04.  The
Paying Agent shall promptly mail to each Holder who properly tendered Notes, the
Change of Control Payment for such Notes and the Trustee shall be required to
promptly authenticate and mail (or cause to be transferred by book entry) to
each such Holder, a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered, if any; provided that each new Note
shall be issued in a principal amount of $2,000 or a multiple of $1,000 in
excess thereof.

     

    (d)        The
Company shall not be required to make a Change of Control Offer upon a Change of
Control Triggering Event if a third party makes such an offer in the manner, at
the times and otherwise in compliance with the requirements for an offer made by
the Company and such third party purchases all Notes properly tendered and not
withdrawn under its offer.  In the event that such third party
terminates or defaults its offer, the Company shall be required to make a Change
of Control Offer treating the date of such termination or default as though it
were the date of the Change of Control Triggering Event.

     

    (e)        The
Company shall comply with the requirements of Rule 14e-1 under the Exchange Act
and other securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of the Notes as a
result of a Change of Control Triggering Event.  To the extent that
the provisions of any securities laws or regulations conflict with this Section
5.04, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 5.04 by virtue thereof.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    ARTICLE
6

    Modification,
Amendment and Waiver

     

    Section
6.01.  Modification, Amendment and
Waiver.  The consent of
each Holder of each Outstanding Note shall be required to alter the Company’s
obligation to make a Change of Control Offer pursuant to Section 5.04
hereof.

     

     

    ARTICLE
7

    Defeasance

     

    Section
7.01.  Defeasance.  Article 13 of
the Base Indenture shall apply to the Notes.

     

    Section
7.02.  Covenant
Defeasance.  Section 13.03 of the Base Indenture is amended and
supplemented, solely with respect to the Notes, by (i) deleting “and” where it
appears after “Section 5.01(f)” and inserting a comma in its place and (ii)
inserting “and any other obligations specified in one or more indentures
supplemental hereto with respect to the Securities of such series” after “(if
Section 5.01(g) is specified as applicable to the Securities of such
series)”.

     

    Section
7.03.  Additional
Covenant Defeasance.  In addition to
the obligations referred to in Section 13.03 of the Base Indenture, the term
“covenant defeasance”, as defined in Section 13.03, shall also apply to the
obligations of the Company set forth in Section 4.01(c), Section 4.01(d)
(insofar as it relates to Section 10.05 of the Base Indenture), Section 4.01(e),
Section 4.01(f), Section 4.01(g) and Article 5 of this Supplemental
Indenture.

     

     

    ARTICLE
8

    Miscellaneous

     

    Section
8.01.  Supplemental
Indenture.  The Base Indenture, as supplemented by this Supplemental
Indenture, is in all respects hereby adopted, ratified and
confirmed.

     

    Section
8.02.  Counterparts.  This
Supplemental Indenture may be executed in any number of counterparts, each of
which shall be an original; but such counterparts shall together constitute but
one and the same instrument.

     

    Section
8.03.  Governing
Law.  This
Supplemental Indenture and the form of Note attached hereto as Exhibit A shall
be governed by and construed in accordance with the laws of the State of New
York applicable to agreements made and to be performed entirely in such State,
without regard to principles of conflicts of laws.

     

    


    
      
        
           


        

        
          16

          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed, as of the day and year first written above.

     

    
      	
              THOMAS
      & BETTS CORPORATION

            	 
	 	 
	 	 
	
              By:

            	 
      	 
	 
      	
              Name:  
      Joseph F. Warren

            	 
	 
      	
              Title:    
      Vice-President

            	 


    

    


     

    
      	
              THE
      BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

            	 
	 	 
	 	 
	
              By:

            	 
      	 
	 
      	
              Name:  
      Stefan Victory

            	 
	 
      	
              Title:    
      Vice-President

            	 


    

    


    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
A

     

    [FACE OF
NOTE]

     

    REGISTERED

     

    No.
R-1

    PRINCIPAL
AMOUNT:  $250,000,000

     

    CUSIP NO.
884315AG7

     

    THOMAS
& BETTS CORPORATION

     

    5.625%
SENIOR NOTES DUE 2021

     

    UNLESS
THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (THE “DEPOSITORY”) (55 WATER STREET,
NEW YORK, NEW YORK), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY, AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

     

    THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE (AS DEFINED ON
THE REVERSE HEREOF) AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE
OF A DEPOSITORY.  THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO
A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY
OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.

     

    


    
      
        
           


        

        
          A-1

          
            

          

        

        
           


        

      

    

    


    THOMAS
& BETTS CORPORATION, a Tennessee corporation (the “Company,” which term includes
any successor Person under the Indenture, as defined on the reverse hereof), for
value received, hereby promises to pay to CEDE & CO., C/O THE DEPOSITORY
TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK  10041, or
registered assigns, the principal sum of TWO HUNDRED FIFTY MILLION DOLLARS
($250,000,000) on November 15, 2021.

     

    Interest
Rate:  5.625% per annum.

     

    Interest
Payment Dates:  May 15 and November 15, commencing on May 15,
2010.

     

    Regular
Record Dates:  May 1 and November 1.

     

    Reference
is made to the further provisions of this Note set forth on the reverse hereof
and the Indenture (as defined on the reverse hereof), which shall for all
purposes have the same effect as if set forth on the face hereof.

     

    


    
      
        
           


        

        
          A-2

          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the Company has caused this Note to be duly
executed.

     

    


     

    [Corporate
Seal]

     

     

    
       

      
        	
                THOMAS
      & BETTS CORPORATION

              	 
	 	 
	 	 
	
                By:

              	 
      	 
	 
      	
                Name:  
      Joseph F. Warren

              	 
	 
      	
                Title:    
      Vice President–
      Treasurer

              	 


      

      


       

       

    

    
      	
              Attest:

            
	 
	 
	
               

            
	
              Name:

            	
              W.
      David Smith, Jr.

            
	
              Title:

            	
              Assistant
      General Counsel and

            
	 
      	
              Assistant
      Secretary

            


    

    


    


    
      
        
           


        

        
          A-3

          
            

          

        

        
           


        

      

    

    


    CERTIFICATE
OF AUTHENTICATION

    


    This is
one of the 5.625% Senior Notes due 2021 referred to in the within-mentioned
Indenture.

     

    Dated:
November 23, 2009

     

    
      	
              THE
      BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

            	 
	 	 
	 	 
	
              By:

            	 
      	 
	 
      	
              Authorized
      Signatory

            	 


    

    


    


    
      
        
           


        

        
          A-4

          
            

          

        

        
           


        

      

    

    


    [REVERSE
OF NOTE]

     

    5.625%
SENIOR NOTES DUE 2021

     

    1.      Indenture.  The
Company issued this Note pursuant to an Indenture dated as of August 1, 1998
(the “Base Indenture”),
as supplemented by a Supplemental Indenture No. 3 dated as of November 23, 2009
(the “Supplemental
Indenture” and together with the Base Indenture, the “Indenture”), between the
Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the
“Trustee,” which term
includes any successor trustee under the Indenture).  This Note is one
of a duly authorized issue of Notes of the Company designated as its 5.625%
Senior Notes due 2021.  The terms of the Notes include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act.  Notwithstanding anything to the contrary herein, the
Notes are subject to all such terms, and Holders of Notes are referred to the
Indenture and the Trust Indenture Act for a statement of such
terms.  The Notes are senior unsecured obligations of the
Company.

     

    Each
Holder, by accepting a Note, agrees to be bound by all of the terms and
provisions of the Indenture, as the same may be amended from time to
time.

     

    2.      Interest.  The
Company promises to pay interest on the principal amount of this Note at a rate
of 5.625% per annum.  Interest on the Notes shall accrue from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, or if no interest has been paid, from the Issue Date.  The
Company shall pay interest semi-annually in arrears on each Interest Payment
Date, commencing on May 15, 2010, until the principal hereof is paid or duly
provided for.  Interest shall be computed and paid on the basis of a
360-day year comprised of twelve 30-day months.

     

    If any
Interest Payment Date or the Maturity Date falls on a day that is not a Business
Day, principal or interest payable with respect to such Interest Payment Date or
Maturity Date, as the case may be, shall be paid on the next succeeding Business
Day with the same force and effect as if it were paid on the date such payment
was due, and no interest shall accrue on the amount so payable for the period
from and after such Interest Payment Date or the Maturity Date, as the case may
be.

     

    Any such
interest not so punctually paid or duly provided for shall forthwith cease to be
payable to the registered Holder on such Regular Record Date and may either be
paid (i) to the Person in whose name this Note is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice of which shall be given to Holders of Notes not
less than 10 days prior to such Special Record Date or (ii) at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes of this series may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in the
Indenture.

     

    3.      Method of
Payment.  The Company shall pay interest on the Notes (except
Defaulted Interest) to the Persons who are the registered Holders at the close
of business on the Regular Record Date for such interest, which shall be the May
1 or November 1 (whether or not such day is a Business Day), immediately
preceding the Interest Payment Date even if the Notes 

     

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

     

    are
canceled on registration of transfer or registration of exchange after such
Regular Record Date.

     

    All
payments of principal of, and any interest on the Notes issued in global form
shall be made to the Depository as the registered holder thereof.  The
Company expects that the Depository, upon receipt of payment of principal or
interest on such Note, will credit the accounts of persons who have accounts
with the Depository (the “participants”) with payment of
principal or interest on the date payable in amounts proportionate to their
respective beneficial interests in the principal amount of such Note as shown on
the records of the Depository.  The Company also expects that payments
by participants to owners of beneficial interests in any Note held through such
participants will be governed by standing instructions and customary
practices.  Such payments shall be the responsibility of such
participants.

     

    The
Company is obligated to make payment of principal, premium, if any, and interest
in respect of this Note in United States dollars.  The Company may, at
its option, pay principal, premium, if any, and interest by wire transfer in
U.S. legal tender.  The Company may deliver any interest payment by
check mailed to the address of the Person entitled thereto as such address shall
appear on the Security Register.

     

    4.      Paying Agent and
Registrar.  The Company shall at all times appoint and maintain
a Paying Agent (which may be the Trustee) authorized by the Company to pay the
principal, premium, if any, and interest on the Notes on behalf of the Company
and having an office or agency in New York, New York (the “Place of Payment”) where Notes
may be presented or surrendered for payment and where notices, designations or
requests with respect to the Notes may be served.  The Company has
initially appointed the Trustee to act as Paying Agent and
Registrar.  The Company may change the Paying Agent or Registrar
without notice to the Holders.  Neither the Company nor any of its
Subsidiaries or Affiliates may act as Paying Agent, although such entities may
act as Registrar.

     

    5.      Optional
Redemption.  The Company may redeem the Notes, in whole or in
part, at the Company’s option, at any time and from time to time prior to
maturity on at least 30 days’, but not more than 60 days’, prior notice at the
Redemption Price equal to the greater of: (i) 100% of the principal amount of
the Notes to be redeemed; and (ii) the sum of the present values of the
Remaining Scheduled Payments, discounted, on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at a rate equal to the sum of
the Treasury Rate plus 40 basis points plus, in each case, accrued and unpaid
interest on the Notes to the Redemption Date; provided that the principal amount
of a Note remaining outstanding after redemption in part shall be $2,000 or an
integral multiple of $1,000 in excess thereof.

     

    If less
than all of the Notes are to be redeemed at any time, selection of the Notes to
be redeemed shall be made by the Trustee from among the Outstanding Notes on a
pro rata basis, by lot
or by any other method permitted in the Indenture.  On and after the
Redemption Date, interest shall cease to accrue on the Notes or portions thereof
called for redemption.

     

    The Notes
will not be entitled to any sinking fund.

     

     

    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

     

    6.      Notice of
Redemption.  Notice of redemption under the preceding paragraph
of this Note shall be mailed at least 30 days but not more than 60 days before
the Redemption Date to each Holder of Notes to be redeemed at such Holder’s
registered address.

     

    Except as
set forth in the Indenture, if monies for the redemption of the Notes called for
redemption shall have been deposited with the Paying Agent for redemption on
such Redemption Date, then the Notes called for redemption shall cease to bear
interest from and after such Redemption Date and the only right of the Holders
of such Notes shall be to receive payment of the Redemption Price plus interest
accrued through the Redemption Date, if any.

     

    7.      Offers to Repurchase Upon Changes of
Control Triggering Event.  The Indenture provides that, upon
the occurrence of a Change of Control Triggering Event, and if the Company has
not previously redeemed all or any portion of the Notes, the Company shall be
required to make an offer to repurchase all or, at the Holder’s option, any part
of each Holder’s Notes in accordance with the procedures set forth in the
Indenture.

     

    8.      Denominations; Transfer;
Exchange.  The Notes are in definitive, fully registered form,
without coupons, in minimum denominations of U.S. $2,000 and in integral
multiples of U.S. $1,000 in excess thereof.  A Holder shall register
the transfer or exchange of Notes in accordance with the Indenture and the
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents in connection therewith as permitted by the
Indenture.  No service charge shall be made for any such registration
of transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
The Registrar need not register the transfer of or exchange of any Notes or
portions thereof selected for redemption.

     

    9.      Persons Deemed
Owners.  Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Note is registered as the owner
hereof for all purposes, whether or not this Note be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

     

    10.    Unclaimed
Money.  If money for the payment of principal or interest
remains unclaimed for two years (or such shorter period for the return of such
moneys to the Company under applicable abandoned property laws), the Trustee and
the Paying Agent shall pay the money back to the Company upon written
request.  After that, Holders entitled to money must look to the
Company for payment as general creditors unless an “abandoned property” law
designates another person.

     

    11.     Defeasance and Covenant
Defeasance.  The Indenture contains provisions for defeasance
at any time of (i) the entire indebtedness of this Note or (ii) certain
respective covenants and Events of Default with respect to this Note, in each
case upon compliance with certain conditions set forth therein, which provisions
apply to the Notes.

     

    At the
option of the Company and upon satisfaction of certain conditions specified in
the Indenture, either (a) the Company shall be deemed to have paid and
discharged the entire indebtedness on the Notes or (b) the Company need not
comply with certain covenants contained 

     

     

    
      
        
        

      

      
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    in the
Indenture, in each case upon the deposit by the Company with the Trustee in
trust for the Holders of the Notes of an amount of funds or obligations issued
or guaranteed by the United States of America sufficient to pay and discharge
upon the Stated Maturity thereof the entire indebtedness evidenced by the Notes,
all as provided in the Indenture.

     

    No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and interest on this Note at the
times, places and rate, and in the currency herein prescribed.

     

    12.     Amendments, Supplements, and
Waivers.  The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of Notes at any time by
the Company and the Trustee with the consent of a majority in aggregate
Outstanding principal amount of the Notes.  The Indenture also
contains provisions permitting the Holders of specified percentages in aggregate
Outstanding principal amount of the Notes to waive compliance by the Company
with certain provisions of the Indenture and certain past Defaults under the
Indenture and their consequences.  Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
all future Holders of this Note and of any Note or Notes issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not a notation of such consent or waiver is made upon this Note.

     

    Without
notice to or consent of any Holder, the parties thereto may amend or supplement
the Indenture or the Notes to, among other things, cure any ambiguity, defect or
inconsistency or make any other change that does not adversely affect in any
material respect the rights of any Holder of a Note.

     

    13.     Restrictive
Covenants.  The Indenture imposes certain limitations on the
ability of the Company to, among other things, incur additional Indebtedness,
create Liens, merge or consolidate with or into any other Person or sell, lease,
convey or otherwise dispose of all or substantially all of its
assets.  Such limitations are subject to a number of qualifications
and exceptions and, in certain instances upon the occurrence of certain events,
cease to be binding upon the Company.  The Company shall report on an
annual basis to the Trustee on compliance with all conditions and covenants of
the Indenture.

     

    14.   
Successor.  When a
successor Corporation assumes, in accordance with the Indenture, all the
obligations of its predecessor under the Notes and the Indenture, and
immediately before and thereafter no Default exists and certain other conditions
are satisfied, the predecessor Corporation shall be released from those
obligations.

     

    15.     Defaults and
Remedies.  In case an Event of Default with respect to the
Notes shall occur and be continuing, the principal of the Notes may be declared
due and payable in the manner and with the effect provided in the
Indenture.

     

    16.     Trustee Dealings with
Company.  The Trustee under the Indenture, in its individual or
any other capacity, may make loans to, accept deposits from and perform services
for the

     

     

    
      
        
        

      

      
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    Company,
and may otherwise deal with the Company, its Subsidiaries or their respective
Affiliates as if it were not the Trustee.

     

    17.     No Recourse Against
Others.  This Note and all documents, agreements,
understandings and arrangements relating to any transaction contemplated hereby
or thereby have been executed or entered into by an officer of the Company in
his/her capacity as an officer of the Company which has been formed as a
Tennessee corporation, and not individually, and neither the trustees,
directors, officers, employees or shareholders of the Company shall be bound or
have any personal liability hereunder or thereunder.  Each party
hereto shall look solely to the assets of the Company for satisfaction of any
liability of the Company in respect of this Note and all documents, agreements,
understandings and arrangements relating to any transaction contemplated hereby
or thereby and shall not seek recourse or commence any action against any of the
trustees, directors, officers, employees or shareholders of the Company, or any
of their personal assets, for the performance or payment of any obligation
hereunder or thereunder.  By accepting a Note, each Holder shall waive
and release all such liability.  The waiver and release shall be part
of the consideration for the issue of the Notes. The foregoing shall also apply
to any future documents, agreements, understandings, arrangements and
transactions between the parties hereto.

     

    18.     Authentication.  Unless
the Certificate of Authentication hereon has been executed by the Trustee by
manual signature, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.

     

    19.    Counterparts.  The
parties may sign multiple counterparts of this Note.  Each signed
counterpart shall be deemed an original but all of them together represent one
and the same Note.

     

    20.    Governing
Law.  This Note shall be governed by and construed in
accordance with the laws of the State of New York, as applied to agreements made
and to be performed entirely within the State of New York, without regard to
principles of conflicts of law.  Each of the parties to the Indenture
has agreed to submit to the jurisdiction of the courts of the State of New York
in any action or proceeding arising out of or relating to this
Note.

     

    21.     Abbreviations and Defined
Terms.  Customary abbreviations may be used in the name of a
Holder of a Note or an assignee, such as:  TEN COM (as tenants in
common); TEN ENT (as tenants by the entireties); JT TEN (as joint tenants with
right of survivorship and not as tenants in common); CUST (Custodian); and
U/G/M/A (Uniform Gifts to Minors Act).

     

    22.     CUSIP Numbers.  The
Company has caused CUSIP numbers to be printed on the Notes as a convenience to
the Holders.  No representation is made as to the accuracy of such
numbers either as printed on the Notes or as contained in any notice of
redemption, and reliance may be placed only on the other identification numbers
printed hereon, and any redemption of the Notes shall not be affected by any
defect in or omission of such numbers.

     

    The
Company shall furnish to any Holder of a Note upon written request and without
charge a copy of the Indenture.  Requests may be made
to:  Thomas & Betts Corporation, 8155 

     

     

     

    
      
        
        

      

      
        A-9

        
          

        

      

      
        
        

      

    

     

    T&B
Boulevard, Memphis, Tennessee 38125, Telephone No. (901) 252-5000, Attention: W.
David Smith, Jr;, Assistant General Counsel and Assistant
Secretary.

     

    


    
      
        
           


        

        
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    ASSIGNMENT
FORM

     

    


     

    FOR VALUE
RECEIVED, the undersigned hereby sell(s), assigns(s) and transfer(s) unto                                                                                                         

     

    
                                                                                                                                  


     

    PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

     

     ____________________________

    /____________________________/

     

    


     

    
      
        	 
	 


      

    

    (Please
Print or Type Name and Address

    Including
Postal Zip Code of Assignee)

    


    
                                                                                                                                   

    the
within Note and all rights thereunder, and hereby irrevocably constitutes and
appoints

    


    
       

      
        
          	 
	 


        

      

    

    to
transfer said Note on the books of the Company, with full power of substitution
in the premises.

    


    


    Dated:
_____________________________

    


    Signature
Guaranteed

    


                                                                         

    
      	
              NOTICE:
      Signature must be guaranteed

            	
              NOTICE:  The
      signature to this assignment must correspond with the name as written upon
      the face of the within Note in every particular, without alteration or
      enlargement or any change whatever.

            


    

    


    


    
      
        
           


        

        
          A-11

          
            

          

        

        
           


        

      

    

    


    [OPTION
OF HOLDER TO ELECT PURCHASE]

    


    If you
elect to have all or only part of this Note purchased by the Company in
accordance with the provisions of the Indenture governing a Change of Control
Triggering Event, state the amount you elect to have purchased:

     

    $  ________________________

    


    Date:______________________

     

    


     

    


     

    _______________________________________

    (Sign
exactly as your name appears on the other side of this Note)

    


     

    A-12