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                                                                    EXHIBIT 10.1

                           BORROWER SECURITY AGREEMENT

     THIS BORROWER SECURITY AGREEMENT (this "Agreement") dated as of July 1,
2001, by and between Thomas & Betts Corporation, a Tennessee corporation (the
"Borrower"), and Wachovia Bank, N.A. (the "Agent"), as administrative agent for
the benefit of itself and the Banks party to the Credit Agreement (the "Banks"
and together with the Agent, the "Lender Group").

                                    RECITALS

     WHEREAS, the Borrower, the Agent (as successor agent to Morgan Guaranty
Trust Company of New York) and the Banks have entered into that certain
Five-Year Credit Agreement dated as of July 1, 1998, as amended by that certain
Amendment No. 1 to Five-Year Credit Agreement dated as of January 4, 1999 and
that certain Amendment No. 2 dated as of September 25, 2000 (together with all
subsequent amendments, restatements, modifications, substitutions, and
replacements thereof, the "Credit Agreement"); and

     WHEREAS, as a condition precedent to the Agent and the Banks entering into
that certain Waiver and Amendment among the Borrower, the Agent and the Banks of
even date herewith, the Borrower shall have executed and delivered this
Agreement, in order to secure, as further described below, (a) the obligations
of the Borrower arising from this Agreement and the Credit Agreement (including,
without limitation, any interest, fees and other charges in respect of the notes
and other loan documents executed in connection with the Credit Agreement
(collectively, the "Loan Documents") that would accrue but for the filing of a
bankruptcy action with respect to the Borrower, whether or not such claim is
allowed in such bankruptcy action), and (b) all of the Borrower's obligations
with respect to letters of credit now or hereafter issued by Wachovia Bank, N.A.
for the account of the Borrower, with respect to foreign exchange agreements
between the Borrower and Wachovia Bank, N.A., and with respect to treasury
management services provided by Wachovia Bank, N.A. for the account of the
Borrower ((a) and (b) being hereinafter together referred to as the "Secured
Obligations");

     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree that capitalized terms used herein
without definition shall have the meanings ascribed thereto in the Credit
Agreement and further agree as follows:

     SECTION 1. GRANT OF SECURITY. The Borrower hereby grants to the Agent, for
the benefit of Lender Group, a security interest in all of the Borrower's right,
title and interest in and to the following described property, whether now owned
and existing or hereafter created or acquired and wherever located within the
United States and all substitutions therefor, accessions thereto and
improvements thereon (collectively, the "Collateral"), to secure the prompt
payment of any and all of the Secured Obligations and

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to secure prompt performance by the Borrower of its covenants and duties under
the Credit Agreement and the other Loan Documents to which it is a party:

          (a) all currently existing and hereafter arising accounts, contract
rights, and all other forms of obligations arising out of the sale or lease of
goods or the rendition of services irrespective of whether earned by
performance, and any and all credit insurance, guaranties, or security therefor
and all supporting obligations in respect thereof (the "Accounts");

          (b) all present and hereafter acquired machinery, machine tools,
motors, equipment, furniture, furnishings, fixtures, vehicles (including motor
vehicles and trailers), tools, parts, goods (other than consumer goods, farm
products, or Inventory), wherever located, including, all attachments,
accessories, accessions, replacements, substitutions, additions, and
improvements to any of the foregoing (the "Equipment");

          (c) all present and future inventory including goods held for sale or
lease or to be furnished under a contract of service, goods that are leased,
goods that are furnished under a contract for service, and all present and
future raw materials, work in process, finished goods, and packing and shipping
materials (the "Inventory");

          (d) all funds, collections and other items deposited in or credited to
(i) lockbox account number 101215 maintained at Wachovia Bank, N.A., (ii)
lockbox account number 92536 maintained at Northern Trust Company, (iii) lockbox
account 402411 maintained at Bank of America, and (iv) lockbox account 67-795227
maintained at SouthTrust (collectively, the "Bank Accounts"); and

          (e) the proceeds and products, whether tangible or intangible, of any
of the foregoing, including proceeds of insurance covering any or all of the
Collateral, and any and all Accounts, Equipment, Inventory, money, deposit
accounts, or other tangible or intangible property resulting from the sale,
exchange, collection, or other disposition of any of the foregoing, or any
portion thereof or interest therein, and the proceeds thereof.

     Notwithstanding the foregoing, "Collateral" shall expressly exclude
property which is defined as "Principal Property" or as "Restricted Securities"
in the Indentures dated as of January 15, 1992 and dated as of August 1, 1998,
each as amended, to which the Borrower is a party.

     SECTION 2. AGREEMENT TO RELEASE. The Borrower desires and intends to enter
into an agreement pursuant to which it will sell or transfer Accounts under a
securitization facility acceptable to the Agent in its sole discretion (the
"Securitization Facility"). In order to enter into the Securitization Facility,
the Borrower will be required to obtain a release (the "Release") of the
security interest granted herein with respect to the Accounts which are to be
sold or transferred under the Securitization Facility. The Agent hereby agrees
to promptly provide the Release upon the following conditions:


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(a) the Agent shall have received appraisals or other evidence satisfactory to
it in its sole discretion establishing that the value of the Collateral
constituting Inventory and Equipment is sufficient to fully collateralize the
Secured Obligations, or, if such value is insufficient to fully collateralize
the Secured Obligations, as determined by the Agent in its sole discretion, or
if such determination is not made prior to the time the Release is requested by
the Borrower, the Borrower shall have provided cash collateral to secure the
Secured Obligations in an amount of $25,000,000, or such lesser amount as shall,
in the sole discretion of the Agent, together with other Collateral fully
collateralize the Secured Obligations; and (b) no Event of Default shall have
occurred and be continuing. The Release shall not include, and the Agent shall
continue to hold a security interest in, all Accounts which are reconveyed to
the Borrower pursuant to the terms and conditions of the Securitization Facility
and all Accounts which are not sold or transferred thereunder. In addition, the
Borrower hereby expressly confirms and agrees that all amounts due to, or
received by, the Borrower from any purchaser pursuant to the Securitization
Facility shall constitute Collateral hereunder, and the Borrower hereby grants
to the Agent a security interest therein to secure the Secured Obligations.

     SECTION 3. SECURITY FOR SECURED OBLIGATIONS. The security interest and
security title granted by the Borrower under this Agreement secures the payment
of all of the Secured Obligations.

     SECTION 4. BORROWER REMAINS LIABLE. Anything herein to the contrary
notwithstanding, (a) the Borrower shall remain liable under the contracts and
agreements included in the Collateral to the extent set forth therein to perform
all of the duties and obligations thereunder to the same extent as if this
Agreement had not been executed, (b) the exercise by the Agent or any other
member of the Lender Group of any of the rights hereunder shall not release the
Borrower from any of its duties or obligations under the contracts and
agreements included in the Collateral, and (c) none of the members of the Lender
Group shall have any obligation or liability under the contracts and agreements
included in the Collateral by reason of this Agreement, nor shall any of the
members of the Lender Group be obligated to perform any of the obligations or
duties of the Borrower thereunder or to take any action to collect or enforce
any claim for payment assigned hereunder.

     SECTION 5. GOVERNMENT CONTRACTS. If any Account arises out of a contract or
contracts with the United States of America or any department, agency, or
instrumentality thereof, the Borrower shall immediately notify the Agent thereof
in writing and execute any instruments or take any steps required by the Agent
in order that all moneys due or to become due under such contract or contracts
shall be assigned to the Agent and notice thereof given under the Federal
Assignment of Claims Act or other applicable law.

     SECTION 6. REPRESENTATIONS, WARRANTIES AND COVENANTS. The Borrower hereby
represents, warrants and covenants as follows:


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          (a) The exact legal name of the Borrower is set forth in the
introductory paragraph of this Agreement. The Borrower does not conduct as of
the date hereof, and, during the five-year period immediately preceding the date
hereof, has not conducted, business under any trade name or other fictitious
name other than those set forth on Schedule 1 attached hereto. The Internal
Revenue Service taxpayer identification number of the Borrower is set forth on
Schedule 1.

          (b) All of the Inventory and Equipment of the Borrower, other than
Inventory in transit and vehicles, is located in the United States at the places
specified in Schedule 2 attached hereto. The chief place of business and chief
executive office of the Borrower is at the address set forth on Schedule 2. The
offices where the Borrower keeps records concerning its Accounts are located at
the addresses specified in Schedule 2 attached hereto. None of the Accounts of
the Borrower is evidenced by a promissory note or other instrument, other than a
note or other instrument which has been delivered to the Agent. The Borrower
covenants and agrees that it will not (i) maintain Collateral at any location
other than those listed on Schedule 2, (ii) otherwise change or add to any of
such locations, or (iii) change the location of its principal place of business
or chief executive office, or the office where the Borrower keeps records
concerning its Accounts, from the locations identified as such on Schedule 2,
unless, in either case, it gives the Agent at least thirty (30) days' prior
written notice thereof and executes any and all financing statements and other
documents that the Agent reasonably requests in connection therewith.

          (c) Schedule 3 attached hereto sets forth a true, complete and correct
list of (i) all leases for real property on which Inventory or Equipment of the
Borrower is stored and (ii) the name and address of each location at which
Inventory or Equipment of the Borrower is stored with a reprocessor,
warehouseman or other bailee. The Borrower shall provide to the Agent within
fifteen (15) days of the date hereof, the name and mailing address of each
lessor with respect to the leases referred to in (i) hereof and the name and
address of each reprocessor, warehouseman or bailee with respect to the
locations referred to in (ii) hereof.

          (d) This Agreement creates a valid security interest in the Collateral
of the Borrower under Article 9 of the Uniform Commercial Code (the "Code"),
securing the payment of the Secured Obligations, and all filings necessary to
perfect such security interest have been duly made or will have been made upon
the filing of Uniform Commercial Code financing statements listing the Borrower,
as debtor, and the Agent, as secured party, in the jurisdictions listed on
Schedule 4 attached hereto. Upon the making of such filings, the Agent shall
have a perfected security interest in the Collateral described therein to the
extent such security interest can be perfected by the filing of a financing
statement under the Code.

          (e) The parties intend that all of the Collateral shall remain
personal property regardless of the manner of its attachment or affixation to
real property.


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          (f) Unless otherwise agreed to by the Agent, the Borrower shall direct
each account debtor located in, maintaining a chief executive office in, or
organized under the laws of a state of, the United States, with respect to the
Accounts to forward payment of the amounts owed by such account debtor directly
to one of the Bank Accounts, and the Borrower shall remit all cash, checks,
drafts, items and other instruments for the payment of money which it now has or
may at any time hereafter receive in full or partial payment for the Inventory
(including insurance proceeds) or otherwise as proceeds of the Accounts to the
Bank Accounts. In the event such items of payment are inadvertently received by
the Borrower or any such other Person, whether or not in accordance with the
terms of this Agreement, the Borrower or other Person shall be deemed to hold
the same in trust for the benefit of Agent and promptly forward them to the
Agent for deposit in a Bank Account. The Borrower shall maintain the Bank
Accounts at all times.

     SECTION 7. FURTHER ASSURANCES.

          (a) The Borrower agrees that from time to time, at its own expense,
the Borrower will promptly execute and deliver all further instruments and
documents, and take all further action, that may be necessary or that the Agent
may reasonably request, in order to perfect and protect any security interest
granted or purported to be granted hereby or to enable the Agent to exercise and
enforce its rights and remedies hereunder with respect to any of the Collateral.
Without limiting the generality of the foregoing, the Borrower shall: (i) if
requested by the Agent upon the occurrence and continuation of an Event of
Default, mark each of its records pertaining to the Collateral with a legend, in
form and substance satisfactory to the Agent, indicating that such document, or
Collateral is subject to the security interest granted hereby; (ii) if any
Account of the Borrower shall be evidenced by a promissory note or other
instrument, deliver and pledge to the Agent hereunder such note or instrument
duly indorsed and accompanied by duly executed instruments of transfer or
assignment, all in form and substance satisfactory to the Agent; and (iii)
execute and file such financing or continuation statements, or amendments
thereto, and such other instruments or notices, as may be necessary or as the
Agent may request, in order to perfect and preserve the security interest
granted or purported to be granted hereby.

          (b) The Borrower hereby authorizes the Agent and appoints the Agent
its attorney-in-fact to file one or more financing or continuation statements,
and amendments thereto, relating to all or any part of the Collateral without
its signature where permitted by law. A photocopy or other reproduction of this
Agreement or any financing statement covering the Collateral or any part thereof
shall be sufficient as a financing statement where permitted by law.

          (c) Within thirty (30) days after the date hereof, the Borrower shall
deliver or cause to be delivered to the Agent a "Control Agreement" executed by
each of


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Northern Trust Company Bank, Bank of America, and South Trust regarding the Bank
Account maintained by it, in form and substance acceptable to the Agent.

     SECTION 8. AGENT'S RIGHT TO INSPECT; FURTHER ASSIGNMENTS AND SECURITY
INTEREST. The Agent (through any of its officers, employees or agents) shall
have the right, from time to time hereafter to inspect the Borrower's books and
records and to check, test and appraise the Collateral in order to verify the
Borrower's financial condition or the amount, quality, value, condition of or
any other matter relating to the Collateral, provided that if no Event of
Default has occurred and is continuing, the Agent or its agents shall only
conduct any such inspection or review of Borrower's books and records and/or the
Collateral during normal business hours.

     SECTION 9. TRANSFERS AND OTHER LIENS. The Borrower shall not (a) sell,
assign (by operation of law or otherwise) or otherwise dispose of, or grant any
option with respect to, any of Collateral of the Borrower, except Inventory in
the ordinary course of business; PROVIDED, HOWEVER, the Borrower may sell
Collateral (in addition to such Inventory) in an aggregate amount not to exceed
$30,000,000 (measured at the higher of fair market value or book value for each
item) for all such Collateral sold after the date hereof so long as (i) no Event
of Default exists or would be caused thereby, (ii) the net cash proceeds of any
such sale are remitted directly to a Bank Account, and (iii) the Agent otherwise
consents to such sale (such consent not to be unreasonably withheld), or (b)
create or permit to exist any lien, security interest, option or other charge or
encumbrance upon or with respect to any of the Collateral of the Borrower other
than liens permitted under Section 5.09 of the Credit Agreement. The inclusion
of proceeds in the Collateral shall not be deemed to constitute the Agent's
consent to any sale or other disposition of any of the Collateral except as
expressly permitted in this Agreement or the other Loan Documents.

     SECTION 10. AGENT APPOINTED ATTORNEY-IN-FACT. The Borrower hereby
irrevocably makes, constitutes and appoints the Agent, and its successors or
assigns, as its attorney-in-fact, with full authority in the place and stead of
the Borrower and in the name of the Borrower or otherwise, at such time as an
Event of Default has occurred and is continuing under the Credit Agreement, to
take any action and to execute any instrument which the Agent may deem necessary
or advisable to accomplish the purposes of this Agreement, including, without
limitation:

          (a) to ask, demand, collect, sue for, recover, compromise, receive and
give acquittance and receipts for moneys due and to become due under or in
connection with the Accounts or any other Collateral of the Borrower;

          (b) to receive, indorse, and collect any drafts or other instruments,
documents, bills of lading relating to any Account, drafts against account
debtors, schedules and assignments of Accounts and notices to account debtors,
in connection therewith;


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          (c) to file any claims or take any action or institute any proceedings
which the Agent may deem necessary or desirable for the collection of any of the
Collateral of the Borrower or otherwise to enforce the rights of the Agent with
respect to any of the Collateral of the Borrower;

          (d) to repair, alter, or supply goods, if any, necessary to fulfill in
whole or in part the purchase order of any Person obligated to the Borrower in
respect of any Account of the Borrower and send requests for verification of
Accounts;

          (e) to make, settle and adjust all claims for loss or damage to any
item of Collateral constituting Inventory or Equipment under the Borrower's
policies of insurance and make all determinations and decisions with respect to
coverage affecting the Collateral under such policies of insurance; and

          (f) to use any labels, patents, trademarks, trade names, URLs, domain
names, industrial designs, copyrights, advertising matter or other industrial or
intellectual property rights, in advertising for sale and selling Inventory and
other Collateral and to collect any amounts due under Accounts of the Borrower.

     SECTION 11. AGENT MAY PERFORM. If the Borrower fails to perform any
agreement contained herein, the Agent may itself perform, or cause performance
of, such agreement, and the expenses of the Agent incurred in connection
therewith shall be payable by the Borrower as part of the Secured Obligations.

     SECTION 12. AGENT'S DUTIES. The powers conferred on the Agent hereunder are
solely to protect its interest in the Collateral and shall not impose any duty
upon the Agent to exercise any such powers. Except for the safe custody of any
Collateral in its actual possession and the accounting for moneys actually
received by it hereunder, the Agent shall have no duty as to any Collateral or
as to the taking of any necessary steps to preserve rights against prior parties
or any other rights pertaining to any Collateral. The Agent shall be deemed to
have exercised reasonable care in the custody and preservation of any Collateral
in its actual possession if such Collateral is accorded treatment substantially
equal to that which the Agent accords its own property.

     SECTION 13. COLLECTION OF ACCOUNT. At any time upon the occurrence and
during the continuation of an Event of Default, the Agent or the Agent's
designee may (a) notify account debtors of the Borrower that the Accounts have
been assigned to the Agent for the benefit of the Lender Group or that the Agent
has a security interest therein, and (b) collect the Accounts directly, and any
collection costs and expenses shall constitute part of Borrower's Secured
Obligations under the Credit Agreement. If an Event of Default has occurred and
is continuing, the Borrower agrees that it will hold in trust for the Agent, as
the Agent's trustee, any collections on the Collateral that it receives and
immediately will deliver said collections to the Agent in their original form as
received by the Borrower.


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     SECTION 14. REMEDIES. Upon the occurrence and during the continuance of an
Event of Default:

          (a) The Agent may exercise in respect of the Collateral, in addition
to other rights and remedies provided for herein, in the other Loan Documents,
or otherwise available to it, all the rights and remedies of a secured party on
default under the Code in effect in the State of New York from time to time or
any other applicable jurisdiction. Without limiting the generality of the
foregoing, the Borrower expressly agrees that in any such event the Agent
without demand for performance or other demand, advertisement or notice of any
kind (except a notice specified below of time and place of public or private
sale or as expressly required by the Credit Agreement) to or upon the Borrower
or any other Person (all and each of which demands, advertisements and notices
are hereby expressly waived to the maximum extent permitted by the Code and
other applicable law), may take immediate possession of the Collateral and (i)
require the Borrower to, and the Borrower hereby agrees that it will at its own
expense and upon request of the Agent forthwith, assemble all or part of the
Collateral as directed by the Agent and make it available to the Agent at one or
more locations where the Borrower regularly maintains Inventory and (ii) without
notice except as specified below, sell the Collateral or any part thereof in one
or more parcels at public or private sale, at any of the Agent's offices or
elsewhere, for cash, on credit or for future delivery, and upon such other terms
as the Agent may deem commercially reasonable. The Borrower agrees that, to the
extent notice of sale shall be required by law, at least seven (7) calendar
days' notice to the Borrower of the time and place of any public sale or the
time after which any private sale is to be made shall constitute reasonable
notification. The Agent shall not be obligated to make any sale of Collateral
regardless of notice of sale having been given. The Agent may adjourn any public
or private sale from time to time by announcement at the time and place fixed
therefor, and such sale may, without further notice, be made at the time and
place to which it was so adjourned.

          (b) Any cash held by the Agent as Collateral and all cash proceeds
received by the Agent in respect of any sale of, collection from, or other
realization upon all or any part of the Collateral may, in the discretion of the
Agent, be held by the Agent as Collateral for, and/or then or at any time
thereafter be applied in whole or in part by the Agent against, all or any part
of the Secured Obligations in such order as may be determined by the Agent. Any
surplus of such cash or cash proceeds held by the Agent and remaining after
payment in full of all the Secured Obligations shall be delivered to the
Borrower.

          (c) The Agent shall have the right to the appointment of a receiver
for the properties and assets of the Borrower, and the Borrower hereby consents
to such rights and such appointment and hereby waives any objection the Borrower
may have thereto or the right to have a bond or other security posted by the
Agent in connection therewith.


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     SECTION 15. REMEDIES CUMULATIVE. Each right, power, and remedy of the Agent
as provided for in this Agreement, the Credit Agreement or in the other Loan
Documents or now or hereafter existing at law or in equity or by statute or
otherwise shall be cumulative and concurrent and shall be in addition to every
other right, power, or remedy provided for in this Agreement, the Credit
Agreement or in the other Loan Documents or now or hereafter existing at law or
in equity or by statute or otherwise, and the exercise or beginning of the
exercise by the Agent of any one or more of such rights, powers or remedies
shall not preclude the simultaneous or later exercise by the Agent of any or all
such other rights, powers or remedies.

     SECTION 16. INDEMNITY AND EXPENSES.

          (a) The Borrower agrees upon demand to pay to the Agent the amount of
any and all expenses, including, without limitation, the reasonable fees and
expenses of its counsel incurred and of any experts and agents, which the Agent
may incur in connection with (i) the administration of this Agreement, (ii) the
custody, preservation, use or operation of, or, upon an Event of Default, the
sale of, collection from, or other realization upon, any of the Collateral in
accordance with this Agreement and the other Loan Documents, (iii) the exercise
or enforcement of any of the rights of the Agent hereunder or (iv) the failure
by the Borrower to perform or observe any of the provisions hereof.

          (b) The Borrower agrees to indemnify the Agent and the other members
of the Lender Group from and against all claims, lawsuits and liabilities
(including reasonable attorneys' fees) growing out of or resulting from this
Agreement (including, without limitation, enforcement of this Agreement), the
Credit Agreement or any other Loan Document to which the Borrower is a party,
except claims, losses or liabilities resulting from the gross negligence or
willful misconduct of the party seeking indemnification as determined by a final
non-appealable order of a court of competent jurisdiction.

     SECTION 17. POSSESSION UNTIL DEFAULT. Until an Event of Default shall occur
and be continuing, except as otherwise provided in this Agreement, the Credit
Agreement or other Loan Documents, the Borrower shall have the right to
possession and enjoyment of the Collateral, subject to and upon the terms hereof
and of the Credit Agreement and other Loan Documents.

     SECTION 18. AMENDMENTS; ETC. No waiver of any provision of this Agreement,
and no consent to any departure by the Borrower herefrom, shall in any event be
effective unless the same shall be in writing and signed by the Agent, and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given. No amendment of any provision of this
Agreement shall be effective unless the same shall be in writing and signed by
the Agent and the Borrower.


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     SECTION 19. ADDRESSES FOR NOTICES. All notices and other communications
provided for hereunder shall be given in the form and manner prescribed for
notices in the Credit Agreement at the addresses for the Borrower and the Agent
as specified on the signature page hereto, or, as to any party, at such other
address as shall be designated by such party in a written notice to the other
party.

     SECTION 20. CONTINUING SECURITY INTEREST: ASSIGNMENTS UNDER CREDIT
AGREEMENT. This Agreement shall create a continuing security interest in the
Collateral and shall (a) terminate only when the Secured Obligations have been
paid in full and all obligations of the Lender Group to extend credit to the
Borrower under the Credit Agreement have terminated, (b) be binding upon the
Borrower, its successors and assigns, and (c) inure to the benefit of, and be
enforceable by, the Agent and the other members of the Lender Group and their
successors, transferees and assigns. Without limiting the generality of the
foregoing clause (c), the Agent or any Bank may assign or otherwise transfer all
or any portion of its rights and obligations under the Credit Agreement
(including, without limitation, all, or any ratable part, of the Secured
Obligations) its obligation to extend credit under the Credit Agreement and the
other rights and obligations of the Agent or such Bank under the Credit
Agreement and the other Loan Documents to any other Person, and such other
Person shall thereupon become vested with all the benefits in respect thereof
granted to the Agent or the benefit of the Lender Group, as applicable, herein
or otherwise. Upon the payment in full in cash of the Secured Obligations and
the expiration or termination of all obligations of the Lender Group to extend
credit to the Borrower under the Credit Agreement, the security interest granted
hereby shall terminate and all rights to the Collateral shall revert to the
Borrower. No transfer or renewal, extension, assignment or termination of this
Agreement or of the Credit Agreement, any other Loan Document or any other
instrument or document executed and delivered by the Borrower to the Agent nor
any additional extension of credit by the Lender Group to the Borrower, nor the
taking of further security, nor the retaking or re-delivery of the Collateral to
the Borrower by the Agent, nor any other act of the Agent or any other member of
the Lender Group shall release the Borrower from any obligation, except a
release or discharge executed in writing by the Agent with respect to such
obligation or payment of such obligation or upon full satisfaction in cash of
all the Secured Obligations. The Agent or any other member of the Lender Group
shall not by any act, delay, omission or otherwise, be deemed to have waived any
of their rights or remedies hereunder, unless such waiver is in writing and
signed by the Agent and then only to the extent therein set forth. A waiver by
the Agent of any right or remedy on any occasion shall not be construed as a bar
to the exercise of any such right or remedy which the Agent would otherwise have
had on any other occasion.

     SECTION 21. GOVERNING LAW; TERMS. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, except to the
extent that the validity or perfection of the security interest hereunder, or
remedies hereunder, in


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respect of any particular Collateral are governed by the laws of a jurisdiction
other than the State of New York.

     SECTION 22. MISCELLANEOUS.

          (a) This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all such separate counterparts
shall together constitute but one and the same instrument. Delivery of an
executed counterpart of this Agreement by facsimile shall be equally as
effective as delivery of an original executed counterpart of this Agreement.

          (b) Any provision of this Agreement which is prohibited or
unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof in that
jurisdiction or affecting the validity or enforceability of such provision in
any other jurisdiction.

          (c) The paragraph titles herein are for convenience of reference only,
and shall not affect in any way the interpretation of any of the provisions
hereof.

          (d) Time is of the essence of this Agreement.


                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


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     IN WITNESS WHEREOF, each of the Agent and the Borrower has caused this
Agreement to be duly executed and delivered under seal by its officer thereunto
duly authorized as of the date first above written.

BORROWER:                          THOMAS & BETTS CORPORATION

                                   By:   /s/ Thomas C. Oviatt
                                         ---------------------------------------
                                   Name:     Thomas C. Oviatt
                                         ---------------------------------------
                                   Title:    Treasurer
                                         ---------------------------------------

Address for Notices:
8155 T&B Boulevard
Memphis, TN 38125
Fax: 901-252-1372
Attn: Treasurer


AGENT:                             WACHOVIA, N.A.

                                   By:       /s/ Howard Kim
                                         ---------------------------------------
                                   Name:     Howard Kim
                                         ---------------------------------------
                                   Title:    Senior Vice President
                                         ---------------------------------------

Address for Notices:
Wachovia Bank, N.A.
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
Attn: Howard Kim
     ------------------------
Fax:  404-332-6920
     ------------------------

<Page>

                                   SCHEDULE 1

                           NAME AND FEIN FOR BORROWER


     Thomas & Betts Corporation (22-1326940)

     During the past five years Thomas & Betts Corporation also operated under
the same name as a New Jersey corporation, prior to being reincorporated in
Tennessee in 1996.

<Page>

                                   SCHEDULE 2

                    CHIEF EXECUTIVE OFFICE, RECORDS LOCATION,

                           Thomas & Betts Corporation
                               8155 T&B Boulevard
                                Memphis, TN 38125

<Page>

                                   SCHEDULE 3

           LEASES OF REAL PROPERTY; INVENTORY AND EQUIPMENT LOCATIONS


                         See Exhibit A attached hereto.

<Page>

        UNITED STATES PROPERTY LISTING SORTED BY STATUS CODE & LOCATION
                                   7/20/2001

STATUS CODE

1 = Idle Facilities                     O:  Office
2 = Sold/Terminated/Expired Facilit     O/W/M: Office/Warehouse/Manufacturing
3 = Active Facilities                   SO:  Sales Office
4 = Subleased/Leased Facilities         W:  Warehouse

APRIL 2001 REVISIONS     JUNE 2001 REVISIONS
MAY 2001 REVISIONS       JULY 2001 REVISIONS

<Table>
<Caption>
------------------------------------------------------------------------------------------------------------------------------------
Status         (City)                    (State)                      Thru
 Code         Location                  Location                    Acquired                            Address
------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>                      <C>                      <C>                           <C>
  1       St. Peters               Missouri                        Electrical             1236 Jungerman Rd. Suite A
  1       Spartanburg              South Carolina           Electrical/Tool Services      355-B Blackstock Rd.
  3       Mobile                   Alabama                      Electrical/Ocal           400 Dunlap Rd., Pinto Island
  3       Mobile                   Alabama                      Electrical/Ocal           400 Dunlap Rd., Pinto Island
  3       Tempe                    Arizona                         Electrical             1204 E. Baseline Ste 200
  3       Jonesboro                Arkansas                        Electrical             5601 E. Highland
  3       Jonesboro                Arkansas                          Reznor               6555 Highway 1 South  Zip: 72404
  3       Carlsbad                 California                      Electrical             701 Palomar Airport Rd, Suite 240
  3       Loomis                   California                      Electrical             6225 South Walnut Street, Suite F
  3       South Gate               California                  Electrical/Bowers          8685 Bowers Ave
  3       Englewood                Colorado                      Comms/Diamond            385 Inverness Drive South, Suite 190
  3       Brooksville              Florida                         Electrical             Warehouse #3, 3336 Mustang Drive
  3       Atlanta                  Georgia                         Electrical             9040 Roswell Rd Suite 150
  3       Bainbridge               Georgia                    ELECTRICAL/LIGHTING         203 Airport Rd
  3       Vidalia                  Georgia                         Electrical             2803 North Street East
  3       Addison                  Illinois                        Electrical             21 W. 209 Lake Street, Space No. 103
                                                                                            Zip: 60101 (Storage for Bloomingdale
                                                                                            S.O.)
  3       Bloomingdale             Illinois                        Electrical             113 Fairfield Way Ste 207
  3       MARSHFIELD               MASSACHUSETTS            ELECTRICAL/DARK TO LIGHT      OFFICE #12, 858 PLAIN STREET  ZIP:02050
  3       Westford                 Massachusetts                   Electrical             319 Littleton Rd,Unit 201
  3       Farmington Hills         Michigan                        Electrical             25882 Orchard Lake Road, Suite 208
  3       St. Joseph               Michigan                        Structures             2800 Niles Rd  49085
  3       Sparks                   Nevada                         Distribution            250  Lillard Drive
  3       South Plainfield         New Jersey                      Electrical             51 Cragwood Road, Suite 306
  3       Albuquerque              New Mexico                  ELECTRICAL/AMERACE         2801 Broadbent Parkway NE, Suites D, E. F
  3       Charlotte                North Carolina                  Electrical             8514 McAlpine Park Dr Suite 145
  3       Barnesville              Ohio                       Electrical/Shamrock         519 Watts Avenue
  3       Barnesville              Ohio                       Electrical/Shamrock         265 South Chestnut St.
  3       Pittsburgh               Pennsylvania                    Electrical             363 Vanadium Rd.,  1st Flr.
  3       Quakertown               Pennsylvania                 Electrical/Tools          200 Commerce Blvd., Milford Township,
                                                                                            Bucks County
  3       Athens                   Tennessee                       Electrical             276 Dennis St.
  3       Brentwood                Tennessee                       Electrical             155 Franklin Rd., Ste. 133,
                                                                                            The Ramparts of Brentwood
  3       Memphis                  Tennessee                     Administrative           4800 Southridge Blvd. #17-18
  3       Memphis                  Tennessee                     Administrative           Wilson Air Center, 1629 Winchester Roda
  3       Memphis                  Tennessee                     Administrative           Wilson Air Center, 1629 Winchester Road
  3       Memphis                  Tennessee                     Administrative           Southwind-Building
  3       Memphis                  Tennessee                     Administrative           Southwind-Lake
  3       Memphis                  Tennessee                     Administrative           Southwind-Land
  3       Addison                  Texas                           Electrical             4004 Beltline Rd, Suite 112
  3       Houston                  Texas                           Electrical             6450 Clara St. #150
  3       Laredo                   Texas                          Distribution            407 Interamerica
  3       Seattle                  Washington                      Electrical             1101 N. Northlake Way Suite 101
  4       Bridgewater              New Jersey                    Administrative           1001 Frontier Road
  4       Warminster               Pennsylvania                    Electrical             841 Nina Way, Section 2
====================================================================================================================================

====================================================================================================================================
  1       Osawatomie               Kansas                        MPD/EKCampbell           820 6th St
  1       Canton                   Massachusetts                  Comms/Augat             300 Pine St.
  1       Garwood                  New Jersey                    Comms/Diamond            500 North Avenue
  1       Stetzer                  Ohio                        ELECTRICAL/AMERACE         28 Liberty, Crawford County
  1       Stillwater               Oklahoma                    ELECTRICAL/AMERACE
  1       Pittsburgh               Pennsylvania             Electrical/Midland Ross       1207 Columbus Ave
  1       St. Matthews             South Carolina              Electrical/Kaufel          473 Belleville Rd
  4       Attleboro                Massachusetts                  Comms/Augat             33 Perry Ave
====================================================================================================================================

====================================================================================================================================
  3       Brooksville              Florida                         Electrical             16228 Flight Path Drive
  3       Bainbridge               Georgia                    ELECTRICAL/LIGHTING         213 Airport Rd.
  3       Boston                   Massachusetts              Electrical/LE Mason         98, 99, 100, 101 & 103 Business Street
  3       Orange                   Massachusetts              Electrical/Catamount        158 Governor Dr.
  3       Byhalia                  Mississippi                    Distribution            442 E. Stonewall Rd
  3       Southaven                Mississippi                     Electrical             8735 Hamilton Rd.
  3       Hackettstown             New Jersey                  ELECTRICAL/AMERACE         Route 24
  3       Hackettstown             New Jersey                  ELECTRICAL/AMERACE         1 Esna Park on Newburg Rd
  3       Albuquerque              New Mexico                  ELECTRICAL/AMERACE         6625 Blue Water Rd NW
  3       Horseheads               New York                       Comms/Augat             224 North Main Bldg K
  3       Mercer                   Pennsylvania                       MPD                 150 McKinley Ave
  3       Lancaster                South Carolina                  Structures             3468 Old Camden Hwy
  3       Athens                   Tennessee                       Electrical             260 Dennis St.
  3       Portland                 Tennessee                       Electrical             200 Challenger Dr.
  3       Portland                 Tennessee                       Electrical             ancillary resin bldg
  3       Houston                  Texas                           Structures             8700 N. Fairbanks Rd
  3       Hager City               Wisconsin                       Structures             Hwy 63 North
  4       Hager City               Wisconsin                       Structures             Hwy 63 North (Vacant Land
                                                                                            Surrounding Bldg)
====================================================================================================================================

<Caption>
----------------------------------------------------------------------------------------------
Facility               Status                Sqft             Begins          Expires
 Type of              Own/Lease             Total             Lease            Lease
----------------------------------------------------------------------------------------------
<C>                   <C>                 <C>              <C>              <C>                   <C>
    SO                  Lease                 1,420          6/1/1999         5/31/2002              1
    O                   Lease                 1,070          10/1/2000        9/30/2003              1
  O/W/M                 Lease                     ?          6/22/1988        12/31/2001             0
   Land                 Lease                     -          7/1/2001         12/31/2002             1
    SO                  Lease                 1,342          6/1/1999         5/31/2002              1
  O/W/M                 Lease               246,0004        11/14/1994        11/13/2004             1
    W                   Lease                75,000          4/2/2001          4/1/2002              1
    SO                  Lease                 1,139          12/1/1999        11/30/2004             1
    SO                  Lease                   500          1/1/2001         12/31/2001             1
  O/W/M                 Lease               213,000          1/5/1997          1/5/2003              1
    SO                  Lease                 1,528          8/1/1999         7/31/2002              1
    W                   Lease                 3,000          5/1/2001         4/30/2002              1
    SO                  Lease                 1,425          6/1/1999         5/31/2002              1
  O/W/M                 Lease                15,000          7/1/2000         12/31/2001             1
  O/W/M                 Lease               180,000          1/31/1994        1/30/2002              1
 Storage                Lease                   100          5/3/1994           M to M               1
    SO                  Lease                 1,800          8/1/2000         7/31/2002              1
    O                   LEASE                   800          4/1/2001           M TO M               1
    SO                  Lease                 1,058          4/6/2000          4/5/2002              1
    SO                  Lease                   968          1/1/1998         12/31/2001             1
    SO                  Lease                   300          1/1/2000           M to M               1
    W                   Lease               283,037          8/26/1994        1/25/2005              1
   S.O.                 Lease                 1,535          7/1/2000         6/30/2003              1
  O/W/M                 Lease                25,025          1/1/1999         12/31/2003             1
    SO                  Lease                 1,602          5/1/2001         4/30/2002              1
  O/W/M                 Lease                 6,000                             M TO M               1
  O/W/M                 Lease               110,000          9/14/1999        9/30/2003              1
    SO                  Lease                 2,736          1/1/2000         1/31/2002              1
  O/W/M                 Lease                20,020          9/1/2000         8/31/2005              1

    W                   Lease                71,577          12/8/1999         2/7/2002              1
    SO                  Lease                   886          4/15/2000        4/14/2003              1

   STOR                 Lease                20,000          7/17/1996        10/31/2002             1
   HNGR                 Lease                 9,000          9/30/1996        9/29/2001              1
  HNGR O                Lease                 1,7416        11/15/1996        11/14/2001             0
    O                   Lease               214,000                           10/1/2017              1
   Lake                 Lease                     -                           10/1/2017              0
   Land                 Lease                     -                           5/31/2016              0
    SO                  Lease                 1,243          4/1/2000         3/31/2003              1
  O/W/M                 Lease                35,805          2/3/2001          2/2/2002              1
    W                   Lease                19,400          5/31/1999        12/31/2001             1
    SO                  Lease                   950          3/1/2001         2/28/2004              1
    O                   Lease                71,2341        12/31/1991        12/31/2006             1
  O/W/M                 Lease                15,000          5/1/2000         4/30/2003              1
==============================================================================================
                    Total Leased          1,656,241                                                 39
==============================================================================================
  O/W/M                  Own                 42,650                                                  1
  O/W/M                  Own                 29,725                                                  1
  O/W/M                  Own                 70,000                                                  1
 Landfill                Own                      -                                                  1
 Landfill                Own                      -                                                  1
  O/W/M                  Own                113,000                                                  1
  O/W/M                  Own                 84,600                                                  1
  O/W/M                  Own                 42,000                                                  1
==============================================================================================
                  Total Own - Idle          381,975                                                  8
==============================================================================================
  O/W/M             Own B/Lease L            65,000          4/1/1990          4/1/2140              1
  O/W/M                  Own                146,588                                                  1
  O/W/M                  Own                185,000                                                  1
  O/W/M                  Own                116,000                                                  1
    W                    Own                960,000                                                  1
  O/W/M                  Own                236,648                                                  1
   R&D                   Own                 34,000                                                  1
  O/W/M                  Own                134,000                                                  1
  O/W/M                  Own                100,000                                                  1
  O/W/M                  Own                268,000                                                  1
  O/W/M                  Own                227,050                                                  1
  O/W/M                  Own                105,000                                                  1
  O/W/M                  Own                315,000                                                  1
  O/W/M                  Own                142,000                                                  1
    W                    Own                 20,000                                                  1
  O/W/M                  Own                136,172                                                  1
  O/W/M                  Own                171,206                                                  1
Farm Land                Own                                                                         0
==============================================================================================
Total Owned - Active                      3,361,664                                                 17
==============================================================================================
Total Owned - Active + Idle               3,743,639                                                 25
==============================================================================================
Total Leased & Owned                      5,399,880                                                 64
==============================================================================================
</Table>

<Page>

                                   SCHEDULE 4

                           UCC-1 FILING JURISDICTIONS

                         Alabama Secretary of State

                         Connecticut Secretary of State

                         Florida Secretary of State

                         Tennessee Secretary of State

                         Mississippi Secretary of State
                         Mississippi (DeSoto County)
                         Mississippi (Marshall County)