provided, further, that, notwithstanding any such notice by the Company not toextend, if a Change in Control occurs during the original or any extended term of this Agreement,this Agreement shall remain in effect for a period of three (3) years after such Change in Control.     3. Change in Control Benefits.     Executive shall be entitled to the benefits provided under this Agreement if a TriggeringEvent occurs. In the event that Executive’s employment is terminated as a result of death orDisability, Executive shall not be entitled to the benefits provided in this Section 3; however,Executive and/or Executive’s family shall be entitled to receive benefits at least equal to themost favorable benefits provided by the Company under its plans, programs and policies relating todeath and/or disability benefits as in effect at any time during the 90-day period immediatelypreceding the earlier of the Change in Control or the Termination Date.          (a) Severance Payment. The Company shall pay Executive the aggregate of the followingamounts in one lump sum on the Payment Date:               (i) to the extent not paid before the Payment Date in accordance with the Company’s ordinarypayroll practices, Executive’s earned but unpaid base salary through the date of the TriggeringEvent at the rate in effect on the date of such Triggering Event, or if higher, at the highest ratein effect at any time within the 90-day period preceding the Change in Control;               (ii) to the extent not paid before the Payment Date in accordance with the terms of theCompany’s bonus plan, any unpaid annual bonus payable to Executive in respect of the calendar yearending prior to the Triggering Event (but not less than the Average Bonus);               (iii) an amount determined by multiplying the Average Bonus by a fraction, the numerator ofwhich is the number of days elapsed in the calendar year in which the Triggering Event occurs up toand including the date of such Triggering Event and the denominator of which is 365;               (iv) a lump sum amount, in cash, equal to three (3) times Executive’s Annual Compensation;               (v) any unpaid earned and/or accrued vacation, and               (vi) interest, for the period beginning on the date of the Triggering Event and ending on thePayment Date at a rate equal to one hundred twenty (120) percent of the monthly, compoundedapplicable federal rate, as in effect under Section 1274(d) of the Code for the month before themonth in which the Triggering Event occurs.               Notwithstanding the foregoing, if the unpaid base salary or any portion thereof or the unpaidannual bonus or any portion thereof is subject to a deferral election or the bonus is subject toSection 409A of the Code, such amount shall be paid in accordance with the terms of such electionand/or the terms of the plan pursuant to which such amount was deferred.          (b) Health Care Coverage.
- 2 -

 
               (i) The Company shall provide medical, prescription drug and dental coverage at the Company’sexpense to Executive and, if applicable, to Executive’s family members eligible for such coverageunder the Thomas & Betts Welfare Benefit Plan, until the third anniversary of the Termination Date(the “Initial Coverage Period”). The level of coverage to be provided hereunder shall in no eventbe less than the level of coverage provided immediately before the earlier of the Termination Dateor the Change in Control.               (ii) The following provisions shall apply if the coverage is self-insured by the Company. Thefair market value of coverage for each month included in the Initial Coverage Period shall bedeemed to consist of the related monthly premium as would be determined for purposes of COBRA underSection 4980B of the Code (the “Fair Market Value”). If the Delayed Payment Date applies,commencing with the month immediately following the month in which his Termination Date occurs andending as of the last day of the month in which the Delayed Payment Date occurs (the “DirectPayment Period”), Executive shall be required to pay to the Company at the same time that COBRApremium payments are otherwise due for that month an amount equal to the monthly Fair Market Value.On the first day of the first month following the Delayed Payment Date, the Company shall reimburseExecutive for the aggregate amount paid by him during the Direct Payment Period (the “AggregatePremium Payment”). Effective with respect to the first month following the Direct Payment Periodand continuing through the end of the Initial Coverage Period or during the entire Initial CoveragePeriod if the Delayed Payment Date does not apply, the Company shall cover Executive (and hisfamily members, if applicable) at its sole expense each month, but the Fair Market Value of suchcoverage shall constitute imputed income to Executive. The Company shall make tax gross-uppayments with respect to such reimbursement for the Direct Payment Period and Company-paid coverageduring the Initial Coverage Period including (A) Company payment of any required withholding withrespect to the reimbursement and with respect to the Fair Market Value of the monthly Company-paidcoverage plus the amount of additional withholding due each month as a result of the Company’spayment of such initial withholding amount and (B) Company payment to Executive of an amount equalto any additional federal, state and local tax imposed on Executive with respect to incomerecognized by Executive pursuant to the foregoing payments, including the amount of additional taximposed on Executive as a result of Company’s payment of such initial tax. The payment of suchadditional tax pursuant to (B) shall be made no later than the end of the taxable year followingthe taxable year in which Executive remits the related taxes.               (iii) Following the Initial Coverage Period and for a period of eighteen months thereafter,the Company shall permit Executive to elect to continue coverage at Executive’s expense by payingthe monthly COBRA premium, as directed by the Company. Notwithstanding the foregoing, the COBRAcontinuation period that is mandated by Section 4980B of the Code shall be deemed to have runconcurrently with the Initial Coverage Period.               (iv) If Executive becomes employed by a new employer, the coverage provided by Company underthis Section 3(b) shall terminate on the date Executive becomes eligible for the coverage providedby Executive’s new employer.               (v) For purposes of Section 409A of the Code, coverage provided hereunder during the period oftime that Executive would be entitled to continuation coverage
- 3 -

 
pursuant to COBRA is intended to qualify for the exception from “deferred compensation” as amedical benefit provided in accordance with Treas. Reg. § 1.409A-1(b)(9)(v)(B). Any additionalcoverage hereunder shall be provided in accordance with the Reimbursement and In-Kind Benefit Ruleand the tax gross-up payments shall be provided in accordance with Treas. Reg. §1.409A-3(i)(v).          (c) Other Welfare Benefits. The Company shall provide disability, group term life andaccidental death and dismemberment insurance at the Company’s expense to Executive until the thirdanniversary of his Termination Date. The level of coverage to be provided shall be no less thanthe level of coverage provided immediately before the earlier of the Termination Date or the Changein Control. To the extent that any such benefit is subject to Section 409A of the Code and to theDelayed Payment Date, Executive shall be responsible for the payment of all expenses, including,but not limited to, the cost of the premiums for such coverage until the Delayed Payment Date. TheCompany shall reimburse Executive on the Delayed Payment Date for all such costs and expensesincurred prior to such Delayed Payment Date, provided proof of payment has been providedand shall assume the obligation to pay all future costs and expenses until the third anniversary ofthe Termination Date. The Reimbursement and In-Kind Benefit Rule shall apply to amounts subject toSection 409A of the Code.          (d) Full Vesting of All Stock Options and Restricted Shares. Notwithstanding anyprovision to the contrary in the Company’s equity incentive plans (the “Equity Plans”) or any awardagreement under the Equity Plans, (i) any outstanding, unexercisable stock options or unvestedrestricted shares shall become fully exercisable and vested as of the Termination Date and (ii) allstock options, whether or not such stock options first become exercisable pursuant to thisAgreement, shall remain exercisable until the earlier of (A) the third anniversary of theTermination Date or (B) the latest date upon which the option could have expired by its originalterms under any circumstances; provided, however, that this sentence shall notrestrict the Company’s ability to adjust or settle outstanding stock options pursuant to the termsof the Equity Plans, so long as Executive is treated in any such adjustment or settlement no lessfavorably than any other employee of the Company; andfurtherprovided thatif Executive is, or ever has been, a “covered employee” (within the meaning of Section 162(m) ofthe Code), only a pro-rata portion of any unvested restricted shares that are intended toconstitute “performance-based compensation” shall vest incident to an Anticipatory TerminationTriggering Event, and solely if the related performance conditions are fully met in accordance withthe certification required of the Company’s Compensation Committee by Section 162(m) of the Code.          (e) Retirement Benefits. Executive shall be entitled to receive retirement benefitsin accordance with the provisions of the Company’s Executive Retirement Plan.          (f) Outplacement Services. The Company shall pay the reasonable expenses incurredwith respect to executive outplacement services by any one qualified outplacement agency selectedby Executive and reasonably satisfactory to the Company from the Termination Date until the firstanniversary of the Termination Date; provided, however, that (i) such services aredirectly related to Executive’s Separation from Service, and (ii) the period during which they arecovered and the payments made do not extend beyond the period described in Treas. Reg. §1.409A-1(b)(9)(v)(E).
- 4 -

 
          (g) Grantor Trust. Within ninety (90) days following execution of this Agreement, theCompany shall establish a grantor trust, known as a rabbi trust, which shall provide for theCompany to make an irrevocable contribution to fully fund the cash payments provided for under thisAgreement in the event of a Change in Control. Notwithstanding the foregoing, such funding shallnot be required if it would result in the imposition of additional tax under Section 409A(b)(5) ofthe Code.     4. Mitigation.     Executive shall not be required to mitigate damages or the amount of any payment provided forunder this Agreement by seeking other employment or otherwise, and compensation earned from suchemployment or otherwise shall not reduce the amounts otherwise payable under this Agreement. Noamounts payable under this Agreement shall be subject to reduction or offset in respect of anyclaims which the Company (or any other person or entity) may have against Executive.     5. Code Section 4999 Tax Gross-Up.          (a) In the event that any payment or benefit received or to be received by Executive pursuantto the terms of this Agreement (the “Contract Payments”) or otherwise in connection withExecutive’s termination of employment or contingent upon a change in ownership or control pursuantto any plan or arrangement or other agreement with the Company (or any affiliate), (“OtherPayments” and, together with the Contract Payments, the “Payments”) would be subject to the excisetax (the “Excise Tax”) imposed by Section 4999 of the Code, as determined as provided below, theCompany shall pay to Executive, at the time specified in Section 5(b) below, an additional amount(the “Gross-Up Payment”) such that the net amount retained by Executive, after deduction of theExcise Tax on the Payments and any federal, state and local income or other tax and excise tax uponthe payment provided for by this Section 5(a), and any interest, penalties or additions to taxpayable by Executive with respect thereto, shall be equal to the total value of the Payments at thetime such Payments are to be made. For purposes of determining whether any of the Payments will besubject to the Excise Tax and the amounts of such Excise Tax, (1) the total amount of the Paymentsshall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, andall “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall betreated as subject to the Excise Tax, except to the extent that, in the opinion of independent taxcounsel selected by the Company’s independent auditors and reasonably acceptable to Executive (“TaxCounsel”), a Payment (in whole or in part) does not constitute a “parachute payment” within themeaning of Section 280G(b)(2) of the Code, or such “excess parachute payments” (in whole or inpart) are not subject to the Excise Tax, (2) the amount of the Payments that shall be treated assubject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Payments or(B) the amount of “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code(after applying clause (1) hereof), and (3) the value of any non-cash benefits or any deferredpayment or benefit shall be determined by Tax Counsel in accordance with the principles of Sections280G(d)(3) and (4) of the Code. For purposes of this Section 5, any additional tax under Section409A of the Code shall not be taken into account for purposes of determining the amount of anypayment due to or on behalf of Executive.
- 5 -

 
          (b) The Gross-Up Payments provided for in Section 5(a) hereof shall be made upon the earlierof (i) the payment to Executive of any Payment or (ii) the imposition upon Executive or payment byExecutive of any Excise Tax, provided, however, if the Gross-Up Payment is subject to the DelayedPayment Date, the Gross-Up Payments shall be made on the Delayed Payment Date, if later. In noevent shall any amount due to Executive under this Section 5 be paid later than the end of theExecutive’s taxable year following Executive’s taxable year in which such taxes are remitted..          (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Servicethat, if successful, would require the payment by the Company of a Gross-Up Payment. Suchnotification shall be given as soon as practicable but no later than 10 business days afterExecutive is informed in writing of such claim and shall apprise the Company of the nature of suchclaim and the date on which such claim is requested to be paid. Executive shall not pay such claimprior to the expiration of the 30-day period following the date on which Executive gives suchnotice to the Company (or such shorter period ending on the date that any payment of taxes withrespect to such claim is due). If the Company notifies Executive in writing prior to theexpiration of such period that it desires to contest such claim, Executive shall:               (i) give the Company any information reasonably requested by the Company relating tosuch claim;               (ii) take such action in connection with contesting such claim as the Company shallreasonably request in writing from time to time, including, without limitation, acceptinglegal representation with respect to such claim by an attorney reasonably selected by theCompany and reasonably satisfactory to Executive;               (iii) cooperate with the Company in good faith in order to effectively contest suchclaim; and               (iv) permit the Company to participate in any proceedings relating to such claim;provided, however, that the Company shall bear and pay directly all costs andexpenses (including, but not limited to, additional interest and penalties and related legal,consulting or other similar fees) incurred in connection with such contest and shall indemnify andhold Executive harmless, on an after-tax basis, for any Excise Tax or other tax (including interestand penalties with respect thereto) imposed as a result of such representation and payment of costsand expenses. All such costs and expenses incurred due to a tax audit or litigation addressing theexistence of or amount of a tax liability under this Section 5 shall be paid by the Company withinthirty (30) days of the date payment of such expenses is due or if such payment is subject to theDelayed Payment Date, on the Delayed Payment Date, if later, but in any event not later than (A)December 31 of the year following the year in which the taxes are remitted to the taxing authority,or (B) where as a result of such audit or litigation no taxes are remitted, December 31 of the yearfollowing the year in which the audit is complete or there is a final and nonappealable settlementor other resolution of the litigation. Any Gross-Up Payment as a result of any Excise Tax or othertax (including interest and penalties with respect thereto) imposed shall be paid at
- 6 -

 
the time of imposition of such Excise Tax or other tax or if such amount is subject to the DelayedPayment Date, on the Delayed Payment Date, if later.          (d) The Company shall control all proceedings taken in connection with such contest and, atits sole option, may pursue or forego any and all administrative appeals, proceedings, hearings andconferences with the taxing authority in respect of such claim and may, at its sole option, eitherdirect Executive to pay the tax claimed and sue for a refund or contest the claim in anypermissible manner, and Executive agrees to prosecute such contest to a determination before anyadministrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, asthe Company shall determine; provided, however, that if the Company directsExecutive to pay such claim and sue for a refund, the Company shall reimburse the Executive theamount of the claimed tax within five (5) days of remittance of such amount to the Internal RevenueService or, if such reimbursement is subject to the Delayed Payment Date, on the Delayed PaymentDate, if later and shall indemnify and hold Executive harmless, on an after-tax basis, from anyExcise Tax or other tax (including interest or penalties with respect thereto) imposed with respectto such reimbursement and such additional amount shall be paid at the time of imposition of suchExcise Tax or other tax or if such amount is subject to the Delayed Payment Date, on the DelayedPayment Date, if later; and provided, further, that if Executive is required toextend the statute of limitations to enable the Company to contest such claim, Executive may limitthis extension solely to such contested amount. The Company’s control of the contest shall belimited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executiveshall be entitled to settle or contest, as the case may be, any other issue raised by the InternalRevenue Service or any other taxing authority. In addition, no position may be taken nor any finalresolution be agreed to by the Company without Executive’s consent if such position or resolutioncould reasonably be expected to adversely affect Executive (including any other tax position ofExecutive unrelated to the matters covered hereby).          (e) As a result of any uncertainty in the application of Section 4999 of the Code at the timeof the initial determination by the Company or the Tax Counsel hereunder, it is possible thatGross-Up Payments which will not have been made by the Company should have been made(“Underpayment”), consistent with the calculations required to be made hereunder. In the eventthat the Company exhausts its remedies and Executive thereafter is required to pay to the InternalRevenue Service an additional amount in respect of any Excise Tax, the Company or the Tax Counselshall determine the amount of the Underpayment that has occurred and any such Underpayment shallpromptly be paid by the Company to or for the benefit of Executive, subject, however, to therequirements of Section 5(b) regarding time of payment.          (f) If, after the receipt by Executive of the Gross-Up Payment or an amount reimbursed by theCompany under Section 5(d) in connection with the contest of an Excise Tax claim, Executivereceives any refund with respect to such claim, Executive shall promptly pay to the Company theamount of such refund (together with any interest paid or credited thereon after taxes applicablethereto). If after the receipt by Executive of an amount reimbursed by the Company in connectionwith an Excise Tax claim, a determination is made that Executive shall not be entitled to anyrefund with respect to such claim and the Company does not notify Executive in writing of itsintent to contest the denial of such refund prior to the expiration of 30 days after suchdetermination, such reimbursement shall not be required to be repaid.
- 7 -

 
     6. 409A Gross-Up Payment.          (a) Subject to the requirements stated in this Section 6, in the event that amounts hereunderbecome subject to the additional tax and interest under Section 409A of the Code (“409A additionaltax”) as a result of a plan document failure or an operational failure caused solely by the actionor inaction of the Company (and not at the request of Executive), the Company shall pay toExecutive an amount equal to such 409A additional tax and any additional taxes imposed uponExecutive due to the Company’s payment of such 409A additional tax (a “409A Gross-Up Payment”). Inno event, however, shall any amounts become payable under this Section 6 as a result ofcompensation required to be included in gross income by reason of Section 409A(b)(3) of the Code.Subject to the notification requirements set forth in Section 6(b) in the event the 409A additionaltax is not remitted by withholding, the 409A Gross-Up Payment shall be paid to Executive withinfive business days of the date such taxes are remitted to the applicable taxing authority, or, ifthe 409A Gross-Up Payment is subject to the Delayed Payment Date, on the Delayed Payment Date, iflater. In no event shall any amount due to Executive under this Section 6 be paid later than theend of Executive’s taxable year following Executive’s taxable year in which such taxes areremitted.          (b) Executive shall notify the Company in writing of any claim by the Internal Revenue Servicethat, if successful, would require the payment by the Company of the 409A Gross-Up Payment. Suchnotification shall be given as soon as practicable but no later than (10) ten business days afterExecutive is informed in writing of such claim and shall apprise the Company of the nature of suchclaim and the date on which such claim is requested to be paid. Executive shall not pay such claimprior to the expiration of the 30-day period following the date on which he gives such notice tothe Company (or such shorter period ending on the date that any payment of taxes with respect tosuch claim is due). If the Company notifies Executive in writing prior to the expiration of suchperiod that it desires to contest such claim, or if the Company notifies Executive at the time ofpayment of the 409A Gross-Up Payment under Section 6(a) that it desires to contest the applicationof the 409A additional tax (in either case, a “claim”), Executive shall (i) give the Company anyinformation reasonably requested by the Company relating to such claim, (ii) take such action inconnection with contesting such claim as the Company shall reasonably request in writing from timeto time, including ,without limitation, accepting legal representation with respect to such claimby an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faithin order effectively to contest such claim, and (iv) permit the Company to participate in anyproceeding relating to such claim; provided, however, that the Company shall bearand pay directly all costs and expenses (including additional interest and penalties) incurred inconnection with such contest and shall indemnify and hold Executive harmless, on an after-taxbasis, for any income tax (including interest and penalties with respect thereto) imposed as aresult of such representation and payment of costs and expenses. All such costs and expensesincurred due to a tax audit or litigation addressing the existence of or amount of a tax liabilityunder this Section 6 shall be paid by the Company within thirty (30) days of the date payment ofsuch expenses is due or, if such payment is subject to the Delayed Payment Date, on the DelayedPayment Date, if later, but in any event not later than (A) December 31 of the year following theyear in which the taxes are remitted to the taxing authority, or (B) where as a result of suchaudit or litigation no taxes are remitted, December 31 of the year following the year in which theaudit is complete or there is a final and nonappealable settlement or other resolution of thelitigation. Without limitation on the
- 8 -

 
foregoing provisions of this Section 6(b), the Company shall control all proceedings taken inconnection with such contest and, at its sole option, may pursue or forego any and alladministrative appeals, proceedings, hearings and conferences with the taxing authority in respectof such claim, and Executive shall prosecute such contest to a determination before anyadministrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, asthe Company shall determine; provided, however, that any extension of the statuteof limitations relating to payment of taxes for the taxable year of Executive with respect to whichsuch contested amount is claimed to be due is limited solely to such contested amount.Furthermore, the Company’s control of the contest shall be limited to issues with respect to whicha 409A Gross-Up Payment would be payable hereunder, and Executive shall be entitled to settle orcontest, as the case may be, any other issue raised by the Internal Revenue Service or any othertaxing authority.          (c) If Executive becomes entitled to receive one or more refunds of all or any part of the409A additional tax with respect to which a 409A Gross-Up Payment was made, Executive shall pay therefund to the Company within five business days of the receipt of any such refund.     7. Employment Status; No Effect Prior to Change in Control; Termination for Cause.          (a) Executive and the Company acknowledge and agree that prior to a Change in Control,Executive’s employment is “at will” and may be terminated at any time, by the Company with orwithout Cause or by Executive with or without Good Reason, subject to applicable law. In the eventExecutive’s employment is terminated for any reason prior to a Change in Control, other than anAnticipatory Termination Triggering Event, Executive shall have no rights to any payments orbenefits under this Agreement and after any such termination, this Agreement shall be of no furtherforce or effect.          (b) In the event Executive is terminated for Cause following a Change in Control, Executiveshall have no rights to any payments or benefits under this Agreement.     8. Indemnification; Director’s and Officer’s Liability Insurance.     Until the sixth anniversary of the Termination Date and for so long thereafter as any claimfor indemnification asserted on or prior to such date has not been fully adjudicated (the“Indemnification Period”), the Company shall indemnify, defend, and hold harmless Executive againstall losses, damages, costs, expenses (including attorneys’ fees) or liabilities (includingattorneys’ fees) with respect to bona fide claims regarding actions or omissions or alleged actionsor omissions arising out of or relating to performance by Executive of services for, or in thecapacity of Executive as director, officer or employee of, the Company or any affiliate of theCompany which have occurred on or prior to the Termination Date to the same extent and on the sameterms and conditions (including with respect to advancement of expenses) as permitted underapplicable law and the Company’s certificate of incorporation and by-laws as in effect immediatelyprior to the earlier of the Termination Date or the Change in Control. In addition, the Companyshall maintain Director’s and Officer’s liability insurance (from an insurance company rated notless than A by A.M. Best Company) and, if Executive served or has served
- 9 -

 
as a fiduciary of any pension or benefit plan, ERISA fiduciary insurance, on behalf ofExecutive, at the level in effect immediately prior to the earlier of the Termination Date or theChange in Control, for the Indemnification Period.     9. Confidential Information.     Executive acknowledges that any confidentiality agreement entered into by Executive and theCompany remains in full force and effect and survives the termination of his or her employment withthe Company; provided that nothing contained in such agreement or this Section 9 shallprevent Executive from being employed by a competitor of any of the Company or utilizingExecutive’s general skills, experience, and knowledge, including those developed while employed byany of the Company or its affiliates.     10. Disputes.     Any dispute or controversy arising under or in connection with this Agreement shall be settledexclusively by arbitration in Memphis, Tennessee or, at the option of Executive, in the countywhere Executive then resides, in accordance with the Rules of the American Arbitration Associationthen in effect, except that Executive may, at Executive’s option, bring that action in a court ofcompetent jurisdiction, even if the Company has earlier instituted an action hereunder. Judgmentmay be entered on an arbitrator’s award relating to this Agreement in any court havingjurisdiction.     11. Costs of Proceedings.     The Company shall pay for all costs and expenses of Executive, at least monthly, includingattorneys’ fees and disbursements, in connection with any legal proceeding (including arbitration),whether instituted by the Company or by Executive during Executive’s lifetime, relating to theinterpretation or enforcement of any provision of this Agreement, except that if Executiveinstituted the proceeding and the judge, arbitrator or other individual presiding over theproceeding affirmatively finds that Executive instituted the proceeding in bad faith, thenExecutive shall be required to pay all costs and expenses of Executive, including attorney’s feesand disbursements, and shall not be entitled to reimbursement and shall reimburse the Company forany amounts previously paid by the Company to Executive for such costs and expenses. TheReimbursement and In-Kind Benefit Rule shall apply and if any payment is subject to the DelayedPayment Date, it shall not be paid prior to the Delayed Payment Date.     12. Successors and Assigns.     Except as otherwise provided herein, this Agreement shall be binding upon, inure to thebenefit of and be enforceable by the Company and Executive and their respective heirs, legalrepresentatives, successors and assigns. If the Company shall be merged into or consolidated withanother entity, the provisions of this Agreement shall be binding upon and inure to the benefit ofthe entity surviving such merger or resulting from such consolidation. The Company shall requireany successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to allor substantially all of the business or assets of the Company, by agreement in form and substancesatisfactory to Executive, to expressly assume and agree to perform this Agreement in the samemanner and to the same extent that the Company would be required to
- 10 -

 
perform it if no such succession had taken place. The provisions of this Section 12 shallcontinue to apply to each subsequent employer of Executive in the event of any subsequent merger,consolidation or transfer of assets of such subsequent employer.     13. Withholding.     Notwithstanding the provisions of Sections 4, 5 and 6 hereof, the Company may, to the extentrequired by law, withhold applicable federal, state and local income and other taxes from anypayments due to Executive hereunder.     14. Compliance with Code Section 409A.     This Agreement is intended to comply with the requirements of Section 409A of the Code andshall be construed and interpreted in accordance therewith in order to avoid the imposition ofadditional tax thereunder.     15. Applicable Law.     This Agreement shall be governed by and construed in accordance with the laws of the State ofTennessee, without reference to principles of conflicts of law, applicable to contracts made and tobe performed therein.     16. Entire Agreement.     This Agreement constitutes the entire agreement between the parties regarding severancebenefits following a Change in Control and supersedes and overrides any prior agreement enteredinto between the Company and Executive regarding severance benefits following a Change in Controlbetween the Company and Executive. This Agreement may be changed only by a written agreementexecuted by the Company and Executive.     17. Notice.     Notices and all other communications provided for in this Agreement shall be in writing andshall be deemed to have been duly given when personally delivered, delivered by a nationallyrecognized overnight delivery service, or sent by certified mail, return receipt requested, postageprepaid, addressed to the respective addresses last given by each party to the other,provided that all notices to the Company shall be directed to the attention of the Boardwith a copy to the Secretary of the Company. All notices and communications shall be deemed tohave been received on the date of delivery thereof or on the third business day after the mailingthereof, except that notice of change of address shall be effective only upon receipt.     18. Severability.     The provisions of this Agreement shall be deemed severable, and the invalidity orunenforceability of any provision hereof shall not affect the validity or enforceability of theother provisions hereof.
- 11 -

 
          **IN WITNESS WHEREOF**, the parties have executed this Agreement on the 15th day of January, 2009.      THOMAS & BETTS CORPORATION