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August 16, 2000

Mr. Gary R. Stevenson
8854 Silverbank Drive
Germantown, Tennessee 38138


                            Re: Employment Status and Conditions of
                                Termination from Thomas & Betts
Dear Gary:

To clarify our prior discussion, I have outlined below the terms and
conditions of your continued employment status as well as your termination
from Thomas & Betts Corporation:

1.   Until September 30, 2000, you will continue to be employed by
     Thomas & Betts. During this time you will continue to assist in our
     efforts to divest the Aster and DataCom businesses and you will provide
     services to Thomas & Betts as may be reasonably requested from time
     to time both to facilitate the transition of the business as well as
     on other matters within your competence, knowledge and experience.
     Following the completion of your employment period, you will be terminated.

2.   As previously communicated to you, your Employment Agreement dated
     November 3, 1997 is considered to be null and void as of July 14, 2000.

3.   You will receive a one-time, lump sum severance payment in the amount of
     $300,000 gross in the pay period immediately following your termination.

4.   Upon your termination, which is with the consent of the Company for all
     purposes, all Stock Options which will at the time have been granted to
     you by the Corporation prior to your termination on September 30, 2000
     will be treated as a 'retirement' in accordance with the Grant Agreement.
     Specifically, Options may be exercised in full at any time within six
     (6) years of the date of termination, provided, however, that if such
     exercise occurs more than three (3) months after the date of such
     retirement, the Option shall be treated as a nonqualified stock option.
     Options cannot extend beyond their expiration date.

5.   Regarding your Restricted Stock Awards, I will recommend to the Human
     Resource Committee of the Corporation's Board of Directors that the awards
     granted to you by the Corporation prior to your termination on
     September 30, 2000 be released to you as of the time the restrictions
     lapse. It is intended that, in accordance with past practices, the awards
     will be released as per the original schedules if you have not violated
     Sections 9, 10, 11, 12 and/or 13 below.

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6.   I will also recommend that the Human Resource Committee approve an
     additional grant of benefits under the Thomas & Betts Executive
     Retirement Plan ("Retirement Plan"), as follows: Your benefits under the
     Retirement Plan shall be calculated under Section 2.05(b) of the Plan
     with the addition of thirteen (13) years of credited service such that
     you shall be credited with a total of twenty-seven (27) years, and such
     additional months as appropriate, of service.

7.   With the successful completion of the employment terms set forth above,
     and upon the conclusion of the period of inactive employment, your
     benefits shall be as follows:

         a. Executive Retirement Plan benefits as outlined in paragraph 6
         above. A preliminary calculation is provided (Attachment A).

         b. Comprehensive medical and dental coverage, for you and your current
         covered dependents, for a period of five years commencing on the day
         following your termination date subject to the provisions of
         section 10. The plan benefits and their costs will be based upon
         then-current plan offerings made available to active employees of
         Thomas & Betts. As you know, such plans may be changed from time to
         time and such changes in plan design, and/or participant contribution
         levels, will be applied to you in the same manner they are applied to
         our active employee participants.

         Following this five-year period of coverage, you will have the option
         to continue medical and dental benefits as available through the
         Consolidated Omnibus Benefits Reconciliation Act (COBRA).

8.   The Company shall provide indemnification as currently in effect, and shall
     maintain Directors' and Officers' Liability coverage under terms and
     conditions at least as favorable to you, and in amounts at least as much,
     as those currently in effect; however, such coverage shall in any event be
     maintained for a minimum period of five (5) years following your
     termination.

9.   You will refrain, directly or indirectly, from being employed by, engaging
     in or rendering service of any nature to any business competitive with the
     business of the corporation or any affiliate or subsidiary for a period of
     five years from the date of your termination unless you obtain our prior
     written consent, which consent will not be unreasonably withheld. You also
     acknowledge that during your employment you developed, acquired and had
     access to substantial highly confidential operations, legal, technical and
     financial information. You agree that you shall retain all such
     confidential information in trust in a fiduciary capacity for the sole
     benefit of the Company and will not by any means divulge, use, or permit
     any third party to use any such confidential information except with the
     written approval of the Company's Chief Executive Officer.

10.  You will notify us upon acceptance of any offer of employment obtained.
     In such event, the following will apply:

         a. Comprehensive coverage for medical and dental benefits will cease
         upon your participation in such plans by your new employer if
         available.

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         b. You will secure from your new employer an agreement to make you
         available at reasonable times in order to fulfill your obligations
         under section 11 of this agreement.

11.  You agree to cooperate fully in any investigation or other legal proceeding
     requested by the corporation with respect to any matter that arose
     during your employment with the corporation or which may involve matters
     within your knowledge. If any claims are asserted by or against the
     corporation (including its subsidiaries and affiliated entities), with
     respect to any matter that arose during your employment or about which you
     have any knowledge or information, you will cooperate fully in the
     corporation's prosecution or defense of such claims.

12.  You specifically agree that you will not make any disparaging remarks,
     verbally or in writing, about the corporation, its officers, directors,
     shareholders, its policies, practices and customs, its products,
     strategies, or otherwise. It is expressly understood that your violation
     of this undertaking may adversely affect the future vesting of shares and
     options and the receipt of funds due to be paid upon the completion of
     your employment which the Board's Human Resources Committee would
     otherwise approve.

13.  You understand and agree that you will refrain from recruiting and/or
     hiring any employee of Thomas & Betts and its affiliates for a period of
     three years following the completion of your active employment status.

14.  This agreement shall be binding upon and inure to the benefit of any
     successor or assignee of the Corporation.

15.  This agreement shall be construed in accordance with and governed by the
     laws of the State of Tennessee.

16.  Nothing contained in this agreement shall supersede or eliminate any other
     retirement or other benefit to which you are entitled; the benefits
     provided herein are in addition to any other benefits to which you would
     otherwise be entitled. To the extent any benefit conferred here may be
     inconsistent with any practice or policy maintained by the Company, the
     provisions of this letter shall be controlling.


Sincerely,



T. Kevin Dunnigan
Chairman and C.E.O.



                                     Agreed: __________________________
                                              Gary R. Stevenson


                                     Date: __________________________