Exhibit 10.1
    

    

    

    
      MINORITY STOCK PURCHASE AGREEMENT
    

    
      BY AND BETWEEN
    

    
      LEVITON MANUFACTURING CO., INC.
    

    
      AND
    

    
      THOMAS & BETTS CORPORATION
    

    
      DATED AS OF JUNE 24, 2008
    

    

    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      MINORITY STOCK PURCHASE AGREEMENT

    

    
      THIS MINORITY STOCK PURCHASE AGREEMENT (this “Agreement”)
      is made as of June 24, 2008 by and between Leviton Manufacturing Co.,
      Inc, a Delaware corporation (the “Company”), and
      Thomas & Betts Corporation, a Tennessee corporation (“Seller”).
    

    
      RECITALS

    

    
      WHEREAS, Seller owns directly, beneficially and of record (i) 142 shares
      of Class A common stock, par value $1.00 per share, of the Company (the “Class
      A Common Stock”), (ii) 2,044.50 shares of Class B common stock, par
      value $1.00 per share, of the Company (the “Class B Common Stock”),
      and (iii) 3,330 shares of preferred stock, par value $100 per share, of
      the Company (the “Preferred Stock”).  The shares of Class A
      Common Stock, Class B Common Stock and Preferred Stock owned by Seller
      shall be referred to herein as the “Company Shares”.
    

    
      WHEREAS, Seller owns directly, beneficially and of record 11 shares of
      common stock, without nominal or par value per share, of Electro
      Porcelain Co. Ltd. (the “Electro Shares”), a company
      incorporated under the law of the Province of Ontario, Canada.
    

    
      WHEREAS, Seller owns directly, beneficially and of record 10 shares of
      common stock, without nominal or par value per share, of Deal Electric
      Corp. (the “Deal Electric Shares”), a New York corporation.
    

    
      WHEREAS, the Company desires to acquire the Company Shares, the Electro
      Shares and the Deal Electric Shares from Seller, and Seller desires to
      sell the Company Shares, the Electro Shares and the Deal Electric Shares
      to the Company, all upon the terms and subject to the conditions set
      forth in this Agreement.
    

    
      AGREEMENT

    

    
      NOW, THEREFORE, in consideration of the foregoing and the mutual
      covenants contained in this Agreement and for other valuable
      consideration the Company and Seller agree as follows:
    

    
      Article I.
TERMS OF THE SALE

    

    
        1.01  Definitions.
    

    
      Capitalized terms used and not otherwise defined herein have the
      meanings set forth in Section 5.13.
    

    
        1.02  Sale and Purchase of the Company Shares, the Electro Shares
      and the Deal Electric Shares.
    

    
      Upon the terms and subject to the conditions of this Agreement, at the
      Closing, Seller shall sell, transfer and deliver to the Company, and the
      Company shall purchase and acquire from Seller, the Company Shares, the
      Electro Shares and the Deal Electric Shares, free and clear of any
      Encumbrance (as defined in Section 2.05 below), for an aggregate
      purchase price of Three Hundred Million Dollars ($300,000,000) (the “Purchase
      Price”).
    

    
      
        

        

      

      
        
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        1.03  The Closing.  
    

    
      The closing of the purchase and sale of the Company Shares, the Electro
      Shares and the Deal Electric Shares (the “Closing”) shall
      be held at the offices of Gibson, Dunn & Crutcher LLP, 200 Park Avenue,
      New York, NY, at 10:00 A.M. (New York City time) on the date hereof (the
      “Closing Date”), or at such other place or at such other
      time or on such other date as Seller and the Company mutually may agree
      in writing.  At the Closing, (i) the Company shall deliver to Seller an
      amount equal to the Purchase Price in immediately available funds to a
      bank account designated in writing by Seller to the Company prior to the
      date hereof and (ii) Seller shall deliver to the Company certificates
      representing the Company Shares, the Electro Shares and the Deal
      Electric Shares, duly endorsed in blank or accompanied by stock powers
      duly endorsed in blank in proper form for transfer, with appropriate
      transfer stamps, if any, affixed.
    

    
        1.04  Contingent Payment. 
    

    
      (a)  If at any time on or before the third anniversary of the Closing
      Date (the “Three Year Period”), (i) the Company or any
      Shareholder shall Transfer, or enter into an agreement with respect to
      the Transfer, of any Common Stock Equivalents, at a Price Per Share
      greater than the Base Price, or (ii) the Company shall sell all or
      substantially all of the assets of the Company at a value that implies a
      Price Per Share greater than the Base Price, the Company shall pay to
      Seller, concurrently with the closing of such transaction, an amount in
      cash in immediately available funds equal to the product of (x) the
      excess, if any, of the Price Per Share over the Base Price, multiplied
      by (y) the number of shares of Common Stock underlying the Common Stock
      Equivalents Transferred in such transaction, multiplied further by (z)
      the Pro Rata Percentage.
    

    
      (b)  In the case of any Transfer of Common Stock Equivalents of the
      Company in exchange for Common Stock Equivalents of any other Person,
      the provisions of Section 1.04(a) shall apply to both the initial
      Transfer and to any subsequent Transfer by a Shareholder during the
      Three Year Period of the Common Stock Equivalents of such other Person
      that are received in the initial Transfer; provided, that the
      Price Per Share received by Seller with respect to any subsequent
      Transfer shall be reduced by the Price Per Share previously received by
      it in connection with each prior Transfer.
    

    
      (c)  The Consideration shall be determined as of the date of the
      execution of a definitive agreement in connection with such Transfer
      (the “Transfer Signing Date”), in the manner set forth
      below:
    

    
                 (i)  to the extent the Consideration consists of cash or cash
      equivalents, the value of the Consideration shall be deemed to be the
      amount of cash or the value of the cash equivalents so received;
    

    
      
        

        

      

      
        
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                (ii)  to the extent the Consideration consists of securities
      listed or admitted to trading on the New York Stock Exchange, Nasdaq
      Global Market, or any other principal national securities exchange (“Publicly
      Traded Securities”), the value of the Consideration shall be deemed
      to be the average of the daily closing prices per share of such security
      for the thirty (30) consecutive trading days immediately prior to, but
      not including, the Transfer Signing Date;
    

    
               (iii)  to the extent the Consideration consists of property
      other than cash, cash equivalents or Publicly Traded Securities, prior
      to the anticipated closing date of the Transfer (which may include any
      date prior to the anticipated Transfer Signing Date), the Company shall
      prepare and deliver to Seller a statement reflecting a good faith
      estimate of the value of the property to be received in the Transfer
      (the “Estimated Property Value Statement”) (the amount of
      the Estimated Property Value set forth on such statement, “Estimated
      Property Value”) and any additional information relating thereto
      reasonably requested by Seller.  Within fifteen (15) days after the
      receipt by Seller of the Estimated Property Value Statement, Seller
      shall deliver, or cause to be delivered, a written notice to the Company
      of any dispute Seller has with respect to the Company’s computation of
      the Estimated Property Value (the “Seller’s Objection”),
      specifying the nature and amount of such dispute.  If no such Seller’s
      Objection is delivered to the Company within the aforementioned time
      period, Seller shall be deemed to agree with the amount set forth
      therein.  If a Seller’s Objection is properly delivered, the Company and
      Seller shall negotiate in good faith to resolve such dispute.  If Seller
      and the Company, notwithstanding such good faith effort, fail to resolve
      such dispute within ten (10) days after delivery of the Seller’s
      Objection, then by the end of such ten (10) day period, Seller and the
      Company shall each engage an investment banking firm of national
      reputation and the value of such property shall be made by agreement of
      the two investment banking firms.  If such investment banking firms are
      unable to agree within fifteen (15) days following their appointment on
      the value of such property, its value shall be determined by a third
      investment banking firm selected by the first two investment banking
      firms, and the determination of such third investment banking firm shall
      be final and binding upon the Company and Seller.  The Company and
      Seller shall use their commercially reasonable efforts to cause the
      third investment banking firm to render its decision within ten (10)
      days following the submission thereof.  The costs of such third
      investment banking firm shall be borne equally by the Company and
      Seller.  
    

    
      (d)  Notwithstanding the foregoing, the provision of this Section
      1.04 shall not apply to (i) Transfers between or among Family,
      Shareholders and their Affiliates (as defined in Section 5.13
      below); (ii) issuances by the Company of Common Stock Equivalents (A) to
      executive officers of the Company in connection with his or her
      employment with the Company or its Affiliates; or (B) in connection with
      any bona fide debt financing transaction by the Company, provided that
      the aggregate number of Common Stock Equivalents issued pursuant to
      clause (ii) shall not exceed 10% of the Company’s outstanding Common
      Stock Equivalents; or (iii) the sale of American Insulated Wire
      Corporation.
    

    
      
        

        

      

      
        
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        1.05  Releases. 
    

    
      (a)  Upon payment in full of the Purchase Price and the delivery of the
      Company Shares, the Electro Shares, and the Deal Electric Shares in
      accordance with the terms set forth in Section 1.01 of this Agreement,
      the following mutual releases (the "Releases") shall take effect:  In
      consideration of the foregoing purchase and sale, each of the Company
      and its Affiliates, for itself, for its predecessors, successors, heirs,
      and assigns, and for any of its or their respective present and former
      officers, directors, stockholders, managers, members, partners,
      employees, agents, servants, associates, and representatives, hereby
      releases Seller and its Affiliates, predecessors, successors, heirs, and
      assigns, and its or their respective present and former officers,
      directors, stockholders, managers, members, partners, employees, agents,
      servants, associates, and representatives, and each of Seller and its
      Affiliates, for itself, for its predecessors, successors, heirs, and
      assigns, and for its or their respective present and former officers,
      directors, stockholders, managers, members, partners, employees, agents,
      servants, associates, and representatives, hereby releases the Company
      and its Affiliates, predecessors, successors, heirs, and assigns, and
      its or their respective present and former officers, directors,
      stockholders, managers, members, partners, employees, agents, servants,
      associates, and representatives, in each case from any and all claims,
      causes of action, proceedings, judgments, suits, and demands, whether in
      law or in equity, and whether based on any federal law, state law,
      common law right of action, or otherwise, foreseen or unforeseen,
      matured or unmatured, known or unknown, accrued or not accrued, by
      reason of any matter, cause, or thing whatsoever from the beginning of
      the world to the date of these Releases.  For the avoidance of doubt,
      and without in any way limiting the generality of the preceding
      sentence, the Releases shall include the release of any obligations of
      the Company and its Affiliates pursuant to the Order dated February 7,
      1996 (the "Order") in the action captioned Thomas & Betts
      Corporation v. Leviton Manufacturing Co., Inc. in the Delaware Court
      of Chancery.
    

    
      (b)  Seller shall execute and deliver such further instruments and take
      such further actions as the Company may reasonably request in connection
      with any efforts the Company may undertake to obtain the vacation of the
      Order.
    

    
      (c)  Nothing in this Agreement shall preclude any action to enforce this
      Agreement.
    

    
      
        

        

      

      
        
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      Article II.
REPRESENTATIONS AND WARRANTIES OF SELLER

    

    
      Seller hereby represents and warrants to the Company as follows:
    

    
        2.01  Existence and Power.
    

    
      Seller is duly organized, validly existing and in good standing under
      the governing laws of Tennessee, and has the requisite powers and all
      material governmental licenses, authorizations, consents and approvals
      required to complete the transactions contemplated by this Agreement.  
    

    
        2.02  Authorization.
    

    
      The execution, delivery and performance of this Agreement by Seller and
      the consummation by Seller of the transactions contemplated hereby are
      within Seller’s power and authority, and have been duly authorized by
      all necessary action on the part of Seller.  This Agreement has been
      duly executed and delivered by Seller and constitutes a valid and
      binding agreement of Seller, enforceable against Seller in accordance
      with its terms.
    

    
        2.03  Governmental Authorization.
    

    
      The execution, delivery and performance of this Agreement by Seller
      requires no action by or in respect of, or filing with, any United
      States federal, state, or local, or non-United States government,
      political subdivision, governmental, regulatory or administrative
      authority, instrumentality, agency, body or commission, self-regulatory
      organization, or any court, tribunal or judicial or arbitral body (each,
      a “Government Authority”).
    

    
        2.04  Non-Contravention.
    

    
      The execution, delivery and performance by Seller of this Agreement and
      the consummation by Seller of the transactions contemplated hereby do
      not and will not (i) contravene, violate or conflict with the articles
      of incorporation or bylaws or equivalent organizational documents of
      Seller; (ii) contravene, violate or conflict with any provision of any
      federal, state or local statue, law, regulation, judgment, injunction,
      order or decree (“Law”) binding upon or applicable to the
      Company Shares, the Electro Shares, the Deal Electric Shares, or Seller;
      (iii) require the consent of any beneficiary on whose behalf Seller
      holds the Company Shares, the Electro Shares or the Deal Electric
      Shares, or any other third party, whether pursuant to the terms of the
      governing documents for Seller or otherwise; (iv) constitute a breach or
      default under or give rise to any right of termination, cancellation or
      acceleration of any right or obligations of any person or to a loss of
      any benefit to which Seller is entitled under any provision of any
      agreement, contract, license, permit or other instrument binding upon
      Seller or by which any of the properties, assets or rights of Seller or
      the Company Shares, the Electro Shares or the Deal Electric Shares are
      or may be bound; or (v) result in the creation or imposition of any
      lien, security interest, charge or encumbrance on any asset of Seller or
      result in the creation or imposition of any lien, security interest,
      charge or encumbrance upon any of the Company Shares, the Electro Shares
      or the Deal Electric Shares.
    

    
      
        

        

      

      
        
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        2.05  The Company Shares; the Electro Shares; the Deal Electric
      Shares.
    

    
      (a)  Seller has good and marketable title to, and is the record and
      beneficial owner of the Company Shares, the Electro Shares and the Deal
      Electric Shares.  At the Closing, upon delivery to the Company of
      certificates for the Company Shares, the Electro Shares and the Deal
      Electric Shares and the Company’s payment of the Purchase Price, the
      Company shall acquire good, valid and marketable title to, and all
      right, title and interest in and to, the Company Shares, the Electro
      Shares and the Deal Electric Shares, free and clear of any charge,
      limitation, condition, lien, security interest, adverse claim, mortgage,
      pledge, restriction, encumbrance or defect of title of any kind
      (collectively, “Encumbrances”).  Other than the Company
      Shares, the Electro Shares and the Deal Electric Shares, neither Seller
      nor any of its Affiliates, owns, directly or indirectly, any other
      interests in the Company or any Affiliate of the Company.
    

    
      (b)  In connection with the execution and performance of this Agreement,
      Seller has not relied upon any information or representations made or
      furnished by or on behalf of the Company, except as expressly set forth
      in this Agreement.
    

    
      Article III.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

    

    
      The Company hereby represents and warrants to Seller as follows:
    

    
        3.01  Organization and Existence.
    

    
      The Company is duly organized, validly existing and in good standing
      under the governing laws of the State of Delaware, and has the requisite
      powers and all material governmental licenses, authorizations, consents
      and approvals required to complete the transactions contemplated by this
      Agreement.  
    

    
        3.02  Authorization.  
    

    
      The execution, delivery and performance of this Agreement by the Company
      and the consummation by the Company of the transactions contemplated
      hereby are within the Company’s power and authority, and have been duly
      authorized by all necessary action on the part of the Company.  This
      Agreement has been duly executed and delivered by the Company and
      constitutes a valid and binding agreement of the Company, enforceable
      against the Company in accordance with its terms.  
    

    
        3.03  Governmental Authorization.
    

    
      The execution, delivery and performance of this Agreement by the Company
      require no action by or in respect of, or filing with, any Government
      Authority.
    

    
        3.04  Non-Contravention.  
    

    
      The execution, delivery and performance by the Company of this Agreement
      and the consummation by the Company of the transactions contemplated
      hereby do not and will not (i) contravene, violate or conflict with the
      articles of incorporation or bylaws or equivalent organizational
      documents of the Company; (ii) contravene, violate or conflict with any
      provision of any Law binding upon or applicable to the Company;
      (iii) require the consent of any third party, whether pursuant to the
      terms of the governing documents for the Company or otherwise; or
      (iv) constitute a breach or default under or give rise to any right of
      termination, cancellation or acceleration of any right or obligations of
      any person or to a loss of any benefit to which the Company is entitled
      under any provision of any agreement, contract, license, permit or other
      instrument binding upon the Company or by which any of the properties,
      assets or rights of the Company are or may be bound.
    

    
      
        

        

      

      
        
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        3.05  Capitalization. 
    

    
      (a)  As of the date hereof, the authorized capital stock of the Company
      consists of (i) 1,250 shares of Class A Common Stock, of which 603
      shares are issued and outstanding on the date hereof, (ii) 60,000 shares
      of Class B Common Stock, of which 6,902.83 shares are issued and
      outstanding on the date hereof and (iii) 180,000 shares of Preferred
      Stock, of which 27,260 shares are issued and outstanding on the date
      hereof.  The Company has not issued or agreed to issue any (A) shares of
      capital stock or other equity, ownership or voting interest; (B)
      securities or instruments convertible into or exchangeable for shares of
      capital stock or other equity, ownership or voting interests; or (C)
      Common Stock Equivalents, earnings, profits or revenue-based or
      equity-based rights.  All of the issued and outstanding Company Shares
      are duly authorized, validly issued, fully paid and nonassessable, and
      were issued in compliance with all applicable federal and state
      securities laws.  There are no outstanding obligations of the Company to
      issue, sell, transfer, repurchase or redeem any shares of capital stock
      of the Company, or any securities or shares of capital stock of the
      Company, or that relate to the holding, voting or disposition thereof.
    

    
      (b)  Schedule A sets forth a true, complete and correct list of the
      Shareholders of the Company at the date of this Agreement.  Except for
      the Seller, each such Shareholder is a member of the Family.
    

    
        3.06  Financial Statements.
    

    
      (a)  The Company has delivered to Seller the audited balance sheet of
      the Company as of December 31, 2007, and statements of income and
      retained earnings and a statement of cash flow for calendar year 2007,
      together with all related notes and schedules thereto, accompanied by
      the reports thereon of the Company’s independent auditors (collectively,
      the “Financial Statements”).
    

    
      (b)  The Financial Statements (i) have been prepared in accordance with
      GAAP applied on a consistent basis throughout the periods indicated
      (except as may be indicated in the notes thereto) and (ii) fairly
      present, in all material respects, the financial condition, results of
      operations and cash flows of the Company as of the respective dates
      thereof and for the respective periods indicated therein, except as
      otherwise noted therein.
    

    
      
        

        

      

      
        
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      3.07  No Transfers.
    

    
      Neither the Company nor, to the knowledge of the Company, any
      Shareholder, has any present plan, proposal or intention to engage in,
      or to enter into any agreement with respect to, the Transfer of any
      Common Stock Equivalents except for transfers between Shareholders.
    

    
      Article IV.
INDEMNIFICATION

    

    
      4.01  Survival of Representations, Warranties.
    

    
      (a)  The representations and warranties of Seller and the Company (other
      than the Company’s representations and warranties set forth in Section
      3.06, which shall not survive the Closing Date) contained in this
      Agreement and any schedule, certificate or other document delivered
      pursuant hereto or thereto or in connection with the transactions
      contemplated hereby shall survive the Closing until the third
      anniversary of the Closing Date (the “Expiration Date”).  
    

    
      (b)  Neither the Seller nor the Company shall have any liability
      whatsoever with respect to any such representations and warranties
      unless a claim is made hereunder prior to the Expiration Date, in which
      case such representation and warranty shall survive as to such claim
      until such claim has been finally resolved.
    

    
      4.02.  Indemnification by Seller.  
    

    
      Seller shall save, defend, indemnify and hold harmless the Company and
      its Affiliates (and the respective representatives, successors and
      assigns of each of the foregoing) from and against any and all losses,
      damages, liabilities, deficiencies, claims, interest, awards, judgments,
      penalties, costs and expenses (including attorneys’ fees, costs and
      other out-of-pocket expenses incurred in investigating, preparing or
      defending the foregoing through trial and all appeals) (hereinafter
      collectively, “Losses”) asserted against, incurred,
      sustained or suffered by any of the foregoing as a result of, arising
      out of or relating to:
    

    
      (a)  any breach of any representation or warranty made by Seller
      contained in this Agreement, or on any schedule, certificate or other
      document delivered pursuant hereto or in connection with the
      transactions contemplated hereby; and
    

    
      (b)  any breach of any covenant or agreement by Seller contained in this
      Agreement, or on any schedule, certificate or other document delivered
      pursuant hereto or in connection with the transactions contemplated
      hereby.
    

    
      4.03.  Indemnification by the Company.  
    

    
      The Company shall save, defend, indemnify and hold harmless Seller and
      its Affiliates (and the respective representatives, successors and
      assigns of each of the foregoing) from and against any and all Losses
      asserted against, incurred, sustained or suffered by any of the
      foregoing as a result of, arising out of or relating to:
    

    
      
        

        

      

      
        
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      (c)  any breach of any representation or warranty made by the Company
      contained in this Agreement (other than the representations and
      warranties set forth in Section 3.06), or on any schedule,
      certificate or other document delivered pursuant hereto or in connection
      with the transactions contemplated hereby; and
    

    
      (d)  any breach of any covenant or agreement by the Company contained in
      this Agreement, or on any schedule, certificate or other document
      delivered pursuant hereto or in connection with the transactions
      contemplated hereby.
    

    
      4.04.  Procedures.  
    

    
      (e)  In order for a party (the “Indemnified Party”)
      to be entitled to any indemnification provided for under this Agreement
      in respect of, arising out of or involving a Loss or a claim or demand
      made by any person against the Indemnified Party (a “Third
      Party Claim”), such Indemnified Party shall deliver notice thereof
      to the party against whom indemnity is sought (the “Indemnifying
      Party”) promptly after receipt of written notice of the Third Party
      Claim, describing in reasonable detail the facts giving rise to any
      claim for indemnification hereunder, the amount or method of computation
      of the amount of such claim (if known) and such other information with
      respect thereto as the Indemnifying Party may reasonably request.  The
      failure to provide such notice, however, shall not release the
      Indemnifying Party from any of its obligations under this Article IV
      except to the extent that the Indemnifying Party is materially
      prejudiced by such failure.
    

    
      (f)  The Indemnifying Party shall have the right, upon written notice to
      the Indemnified Party within thirty (30) days of receipt of notice from
      the Indemnified Party of the commencement of such Third Party Claim, to
      assume the defense thereof at the expense of the Indemnifying Party with
      counsel selected by the Indemnifying Party unless (i) the Indemnifying
      Party is also a named party to such Third Party claim and legal counsel
      to the Indemnified Party determines in good faith that joint
      representations would be inappropriate due to an ethical conflict or a
      conflict of interest or (ii) the Indemnifying Party failed to provide
      reasonable assurance to the Indemnified Party of its financial capacity
      to competently defend such Third Party Claim and provide indemnification
      with respect to such Third Party Claim.  If the Indemnifying Party
      assumes the defense of such Third Party Claim, the Indemnified Party
      shall have the right to employ separate counsel and to participate in
      the defense thereof, but the fees and expenses of such counsel shall be
      at the expense of the Indemnified Party.  If the Indemnifying Party
      assumes the defense of any Third Party Claim, the Indemnified Party
      shall reasonably cooperate with the Indemnifying Party in such defense
      and make available to the Indemnifying Party all witnesses, pertinent
      records, materials and information in the Indemnified Party’s possession
      or under the Indemnified Party’s control relating thereto as is
      reasonably required by the Indemnifying Party.  Whether or not the
      Indemnifying Party assumes the defense of a Third Party Claim, the
      Indemnified Party shall not admit any liability with respect to, or
      settle, compromise or discharge, or offer to settle, compromise or
      discharge, such Third Party Claim without the Indemnifying Party’s prior
      written consent, (which consent shall not be unreasonably withheld).
    

    
      
        

        

      

      
        
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      (g)  In the event an Indemnified Party should have a claim against the
      Indemnifying Party hereunder that does not involve a Third Party Claim
      being asserted against or sought to be collected from the Indemnified
      Party, the Indemnified Party shall deliver notice of such claim promptly
      to the Indemnifying Party, describing in reasonable detail the facts
      giving rise to any claim for indemnification hereunder, the amount or
      method of computation of the amount of such claim (if known) and such
      other information with respect thereto as the Indemnifying Party may
      reasonably request.  The failure to provide such notice, however, shall
      not release the Indemnifying Party from any of its obligations under
      this Article IV except to the extent that the Indemnifying Party is
      prejudiced by such failure.  The Indemnified Party shall provide
      reasonable access to personnel and to information, records and documents
      relating to such matters.
    

    
      4.05  Sole Remedy.
    

    
      The right to indemnification under this Article IV, subject to
      all of the terms, conditions and limitations hereof, shall constitute
      the sole and exclusive right and remedy available to any party hereto
      (other than any claims relating to fraud by the other party) for any
      actual or threatened breach of this Agreement and neither the Company
      nor Seller shall initiate or maintain any legal action at law or in
      equity against the other party hereto (other than any claims relating to
      fraud by the other party) which is directly or indirectly related to any
      breach or threatened breach of this Agreement on or after the Closing
      Date.  
    

    
      Article V.
MISCELLANEOUS

    

    
      5.01  Further Assurances.  
    

    
      Each party hereto shall execute and deliver such further instruments and
      take such further actions as the other party hereto may reasonably
      request in order to carry out the intent of this Agreement.
    

    
       5.02  Information; Confidentiality.
    

    
      (a)  Seller hereby acknowledges that after the Closing Date, Seller
      shall have no right to receive (i) financial information on the Company
      or any of its Affiliates, (ii) any information with respect to the
      Company’s operations, or (iii) copies of any audited or unaudited
      financial statements of the Company or any of its Affiliates.  
    

    
      (b)  For a period of two (2) years following the Closing Date, Seller
      shall not, and Seller shall cause its Affiliates and the respective
      representatives of the Seller and its Affiliates not to, use for its or
      their own benefit or divulge or convey to any third party, any
      Confidential Information; provided, however, that Seller
      or its Affiliates may furnish such portion (and only such portion) of
      the Confidential Information as Seller or such Affiliate reasonably
      determines it is legally obligated to disclose if (i) it receives a
      request to disclose all or any part of the Confidential Information
      under the terms of a subpoena, civil investigative demand or order
      issued by a Government Authority; and (ii) to the extent practicable and
      not otherwise inconsistent with such request, it notifies the Company of
      the existence, terms and circumstances surrounding such request in order
      to allow the Company to seek an order or other reliable assurance that
      confidential treatment will be accorded to the disclosed Confidential
      Information.
    

    
      
        

        

      

      
        
          11
        

        
          


        

      

      
        

        

      

    

    
      5.03  Notices.
    

    
      All notices, requests and other communications to any party hereunder
      shall be in writing signed by or on behalf of the party making the same,
      will specify the section under this Agreement pursuant to which it is
      given or made, and will be delivered (a) personally, (b) by facsimile to
      the number identified below, or (c) by registered or certified United
      States mail or by any reputable overnight courier service to the address
      identified below:
    

    
    	
           
        	
          If to the Company, to:
        	
          Leviton Manufacturing Co., Inc.
        
	

        	

        	
          59-25 Little Neck Parkway
        
	

        	

        	
          Little Neck, NY 11362-2591
        
	

        	

        	
          Fax: (718) 281-6568
        
	

        	

        	
          Attn: Donald J. Hendler
        
	

        	

        	
          Attn: Donald Richenthal
        
	

        	

        	
           
        
	

        	
          With a copy to:
        	
          Gibson, Dunn & Crutcher LLP
        
	

        	

        	
          200 Park Avenue
        
	

        	

        	
          New York, NY 10166-0193
        
	

        	

        	
          Fax: (212) 351-6202
        
	

        	

        	
          Attn: Barbara L. Becker
        
	

        	

        	
           
        
	

        	
          If to Seller, to:
        	
          Thomas & Betts Corporation
        
	

        	

        	
          8155 T&B Boulevard, 4D-51
        
	

        	

        	
          Memphis, TN 38125
        
	

        	

        	
          Fax: (901) 252-1475
        
	

        	

        	
          Attn: Jim N. Raines
        
	

        	

        	
           
        
	

        	
          With a copy to:
        	
          Davis Polk & Wardwell
        
	

        	

        	
          450 Lexington Avenue
        
	

        	

        	
          New York, NY 10017
        
	

        	

        	
          Fax: (212) 450-3277
        
	

        	

        	
          Attn: Paul R. Kingsley
        


    

    
      or to such other address or number and with such other copies, as such
      party may hereafter specify for the purpose by notice to the other
      party.  Each such notice, request or other communication shall be
      effective (i) if given by facsimile, when such facsimile is transmitted
      to the facsimile number specified above and evidence of receipt is
      received or (ii) if given by any other means, upon delivery or refusal
      of delivery at the address specified above.
    

    
      5.04  Amendments; No Waivers.
    

    
      (a)  Any provision of this Agreement may be amended or waived if, and
      only if, such amendment or waiver is in writing and signed, (i) in the
      case of an amendment, by the Company and Seller, or (ii) in the case of
      a waiver, by the party against whom the waiver is to be effective.
    

    
      
        

        

      

      
        
          12
        

        
          


        

      

      
        

        

      

    

    
      (b)  No failure or delay by any party, in exercising any right, power or
      privilege hereunder, shall operate as a waiver thereof nor shall any
      single or partial exercise thereof preclude any other or further
      exercise thereof or the exercise of any other right, power or
      privilege.  The rights and remedies herein provided shall be cumulative
      and not exclusive of any rights or remedies provided by Law.
    

    
      5.05  Expenses.
    

    
      All costs and expenses incurred in connection with this Agreement shall
      be paid by the party incurring such costs or expenses.
    

    
      5.06  Successors and Assigns.
    

    
      Neither this Agreement nor any of the rights, interests or obligations
      under this Agreement may be assigned or delegated, in whole or in part,
      by operation of Law or otherwise, by either party without the prior
      written consent of the other party, and any such assignment without such
      prior written consent shall be null and void; provided, however,
      that the Company may assign this Agreement to any Affiliate of the
      Company without the prior consent of Seller; provided, that no
      assignment shall limit the assignor's obligations hereunder and provided,
      further, that Section 1.04 of this Agreement shall
      terminate upon a Change of Control (as defined in Section 5.13
      below) of Seller.  The provisions of this Agreement shall be binding
      upon, inure to the benefit of, and be enforceable by, the parties and
      their respective successors and assigns.
    

    
      5.07  Governing Law; Forum.
    

    
      (a)  This Agreement shall be governed by and construed in accordance
      with the Laws of the State of New York without regard to its conflicts
      of law rules.
    

    
      (b)  Legal actions or proceedings arising out of this Agreement shall be
      brought exclusively in the federal courts, or in the absence of federal
      jurisdiction in state courts, in either case in the Borough of
      Manhattan, City of New York.  The parties hereto irrevocably and
      unconditionally submit to the jurisdiction of such courts and agree to
      take any and all future action necessary to submit to the jurisdiction
      of such courts.  The parties hereto irrevocably waive any objection that
      they now have or hereafter may have to the laying of venue of any suit,
      action or proceeding brought in any such court and further irrevocably
      waive any claim that any such suit, action or proceeding brought in any
      such court has been brought in an inconvenient forum.
    

    
      5.08  Counterparts; Effectiveness.
    

    
      This Agreement may be signed in any number of counterparts, each of
      which shall be an original, with the same effect as if the signatures
      thereto and hereto were upon the same instrument.  This Agreement shall
      become effective when each party hereto shall have received a
      counterpart hereof signed by the other party hereto.  Signatures
      transmitted by facsimile shall be deemed to be original signatures.
    

    
      
        

        

      

      
        
          13
        

        
          


        

      

      
        

        

      

    

    
      5.09  Entire Agreement.
    

    
      This Agreement constitutes the entire agreement between the Company and
      Seller with respect to the subject matter hereof and supersedes all
      prior agreements, understandings and negotiations, both written and
      oral, between the Company and Seller with respect to the subject matter
      of this Agreement.  No other representation, inducement, promise,
      understanding, condition or warranty not set forth herein has been made
      or relied upon by any party hereto.  Neither this Agreement nor any
      provision hereof is intended to confer upon any person other than the
      Company and Seller any rights or remedies hereunder.
    

    
        5.10  Headings.
    

    
      The captions herein are included for convenience of reference only and
      shall be ignored in the construction or interpretation hereof.
    

    
        5.11  Public Announcements.
    

    
      Seller and the Company shall consult with each other before issuing, and
      provide each other the opportunity to review and comment upon, any press
      release or other public statement with respect to the transactions
      contemplated hereby, and shall not issue any such press release or make
      any such public statement prior to such consultation and without
      receiving the other’s written consent thereto (which shall not
      unreasonably be withheld), except as my be required by applicable
      Law.  It shall not be unreasonable for the Company to withhold such
      consent to the extent such refusal is based on non-disclosure of the
      Company's Confidential Information.
    

    
        5.12  Treatment of the Transaction.
    

    
      After the Closing, Seller’s status as a shareholder of the Company shall
      be terminated and Seller shall no longer have any rights or obligations
      as a shareholder of the Company.  Neither Seller nor the Company shall
      take the position, for U.S. federal, state, or local income tax purposes
      that (i) the right of Seller to receive the payments described in Section
      1.04(a) constitutes an equity interest in the Company or (ii) Seller
      is a shareholder of the Company.
    

    
        5.13  Certain Defined Terms.  
    

    
      For purposes of this Agreement:
    

    
      “Affiliate” means with respect to any person, any other
      person that directly, or indirectly through one or more intermediaries,
      controls, is controlled by, or is under common control with, such first
      person.
    

    
      “Base Price” means $137,053.28, as such amount shall be
      adjusted from time to time as appropriate to reflect stock splits, stock
      dividends, recapitalizations (including any issuance of Common Stock for
      less than fair value) and other similar events.
    

    
      “Change of Control” means (i) a merger or consolidation of
      Seller with, or an acquisition of Seller or all or substantially all of
      its assets by, any other entity, other than a merger, consolidation or
      acquisition in which the individuals who constitute a majority of the
      members of Seller’s board of directors immediately prior to such
      transaction continue to constitute a majority of the board of directors
      of the surviving corporation (or, in the case of an acquisition
      involving a holding company, constitute a majority of the board of
      directors of the holding company) following the closing of such
      transaction; (ii) when any Person or entity or group of Persons or
      entities (other than any trustee or other fiduciary holding securities
      under an employee benefit plan of Seller or any one or more of the
      present stockholders of Seller or their Affiliates) either related or
      acting in concert becomes after the date hereof the “beneficial owner”
      (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as
      amended) of securities of Seller representing more than fifty percent
      (50%) of the total number of votes that may be cast for the election of
      directors of Seller; or (iii) a complete liquidation of Seller or a sale
      or disposition of all or substantially all of its assets.
    

    
      
        

        

      

      
        
          14
        

        
          


        

      

      
        

        

      

    

    
      “Common Stock” means (i) the Class A Common Stock, (ii) the
      Class B Common Stock, (iii) any other class or series of common stock
      of, or other common equity interest in, the Company, voting or
      nonvoting, with or without par value, hereafter created, and (iv) any
      common stock of, or other common equity interest in, any other Person
      received by any Shareholder in exchange for Common Stock Equivalents of
      the Company, whether by merger, consolidation, share exchange or
      otherwise.
    

    
      “Common Stock Equivalent” means (i) any shares of Common
      Stock, (ii) any securities convertible into or exchangeable for Common
      Stock, or (iii) any options or other rights to acquire Common Stock or
      securities convertible into or exchangeable for Common Stock.
    

    
      “Confidential Information” means all documents, information
      and data furnished to Seller by or on behalf of the Company, including
      any documents furnished by any of the Company’s advisors, relating to
      the Company or its Affiliates (other than information that is or becomes
      available to the public other than as a result of a breach of Section
      5.02 of this Agreement).
    

    
      “Consideration” means the product of the Price Per Share
      received or to be received by the Company or any Shareholder in a
      Transfer, multiplied by the number of Common Stock Equivalents
      Transferred in such transaction.
    

    
      “Family” means Shirley and Harold Leviton, their three
      daughters, grandchildren, great-grandchildren and all other issue,
      including spouses of all of the aforementioned, and any trusts, estates
      or partnerships (including limited partnerships or limited liability
      companies) in which any of them have a beneficial interest.
    

    
      “GAAP” means United States generally accepted accounting
      principles as in effect on the date hereof.
    

    
      “Person” means an individual, corporation, partnership,
      limited partnership, limited liability company, person, trust,
      association or entity.
    

    
      “Price Per Share” means the price per share received by the
      Company or any Shareholder in a Transfer, including any amounts to be
      received on exercise of any option or other right to acquire Common
      Stock included in such transaction but net of any expenses incurred by
      the Company or any Shareholder in connection with such Transfer.
    

    
      
        

        

      

      
        
          15
        

        
          


        

      

      
        

        

      

    

    
      “Pro Rata Percentage” means the percentage of outstanding
      Common Stock of the Company owned by Seller as of the date hereof.  For
      the avoidance of doubt, it is hereby agreed that Seller’s Pro Rata
      Percentage as of the date hereof means 29.131%.
    

    
      “Shareholder” means each existing shareholder of the
      Company as named on Schedule A and any successor thereto that is
      a member of the Family.
    

    
      “Transfer” means the consummation of any issuance or sale
      by the Company, or any sale, transfer or other disposition by any
      Shareholder, of Common Stock Equivalents, directly or indirectly,
      whether in a private transaction, in the pubic markets, by operation of
      Law, or otherwise.  “Transfer” when used as a verb shall have a
      correlative meaning.
    

    

    

    
      [SIGNATURE PAGES FOLLOW]
    

    

    

    

    

    
      
        

        

      

      
        
          16
        

        
          


        

      

      
        

        

      

    

    

    

    
      IN WITNESS WHEREOF, this Agreement has been duly executed by the Company
      and Seller as of the day and year first above written.
    

    

    

    
      COMPANY:

LEVITON MANUFACTURING CO., INC.


By:                                                                                                                   
Name:
Title:

SELLER:

THOMAS
      & BETTS CORPORATION


By:                                                                                                                   
Name:
Title:

    

    

    

    

    

    
      Signature page for Minority Stock Purchase Agreement

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      SCHEDULE A

    

    
      NAMES OF COMPANY SHAREHOLDERS

    

    
      Marital Trust f/b/o Shirley Leviton
    

    
      Shirley Leviton
    

    
      Shirley Leviton 2007 GRAT f/b/o A. Hendler
    

    
      Shirley Leviton 2007 GRAT f/b/o E. Kriegman
    

    
      Shirley Leviton 2008 GRAT f/b/o A. Hendler
    

    
      Shirley Leviton 2008 GRAT f/b/o E. Kriegman
    

    
      Leviton Family Associates LP
    

    
      Leviton Family Associates LP #2
    

    
      Sokolow Family Associates LP
    

    
      Patricia Sokolow
    

    
      Patricia Sokolow 2008 GRAT
    

    
      Patricia Sokolow A/C/F Amanda Sokolow
    

    
      Stephen Sokolow
    

    
      Scott L. Sokolow
    

    
      L. Pamela Sokolow Randall
    

    
      Lee S. Larizadeh
    

    
      Jacqueline S. Wachsman
    

    
      Jacqueline S. Wachsman A/C/F Alec J. Wachsman
    

    
      Hendler Family Associates LP
    

    
      Adrienne Hendler
    

    
      Adrienne Hendler 2008 GRAT
    

    
      Donald Hendler
    

    
      Sarah Hendler
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Ian Hendler
    

    
      Ian Hendler A/C/F Julian Hendler
    

    
      Noah Hendler
    

    
      Noah Hendler A/C/F  Hazel E. Hendler
    

    
      Kriegman Family Associates LP
    

    
      Elizabeth Kriegman
    

    
      Elizabeth Kriegman 2008 GRAT
    

    
      Andrew Kriegman
    

    
      Elizabeth Kriegman A/C/F Katherine Kriegman
    

    
      Elizabeth Kriegman A/C/F Samuel L. Kriegman
    

    
      Elizabeth Kriegman A/C/F Rebecca Kriegman
    

    
      Thomas & Betts Corporation