exv10w3



 





Exhibit 10.3




THOMAS & BETTS CORPORATION

INDEMNIFICATION AGREEMENT




     This Agreement made and entered into this       day of                     ,
                     (the “Agreement”), by and between Thomas & Betts Corporation, a
Tennessee corporation (the “Company,” which term shall include, where
appropriate, any Entity (as hereinafter defined) controlled directly or
indirectly by the Company) and                      (the “Indemnitee”):



     WHEREAS, it is essential to the Company that it be able to retain and
attract as executive officers and directors the most capable persons available;



     WHEREAS, increased corporate litigation has subjected executive officers
and directors to litigation risks and expenses, and the limitations on the
availability and effectiveness of directors and officers liability insurance
have made it more important for the Company to provide effective
indemnification in order to attract and retain such persons;



     WHEREAS, the Company’s Bylaws, as amended (the “Bylaws”) require it to
indemnify its directors to the fullest extent permitted by law, thereby
permitting it to enter into indemnification agreements;



     WHEREAS, the Company desires to provide Indemnitee with specific
contractual assurance of Indemnitee’s rights to full indemnification against
litigation risks and expenses to the fullest extent permitted by law
(regardless, among other things, of any amendment to or revocation of the
Bylaws or any change in the ownership of the Company or the composition of its
Board of Directors); and



     WHEREAS, Indemnitee is relying upon the rights afforded under this
Agreement in continuing as an executive officer and/or director of the Company.



     NOW, THEREFORE, in consideration of the promises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:



     1. Definitions.




(a) “Corporate Status” describes the status of a person who is
serving or has served (i) as an executive officer or director of
the Company, (ii) in any capacity with respect to any employee
benefit plan of the Company, or (iii) as a director, partner,
trustee, officer, employee, or agent of any other Entity at the
request of the Company. For purposes of subsection (iii) of this
Section 1(a), if Indemnitee is serving or has served as a director,
partner, trustee, officer, employee or agent of a Subsidiary,
Indemnitee shall be deemed to be serving at the request of the
Company.




(b) “Entity” shall mean any corporation, partnership, limited
liability company, joint venture, trust, foundation, association,
organization or other legal entity.



 









 






(c) “Expenses” shall mean all reasonable fees, costs and expenses
incurred by Indemnitee in connection with any Proceeding (as
defined below), including, without limitation, attorneys’ fees,
disbursements and retainers (including, without limitation, any
such fees, disbursements and retainers incurred by Indemnitee
pursuant to Sections 9 and 10(c) of this Agreement), fees and
disbursements of expert witnesses, private investigators and
professional advisors (including, without limitation, accountants
and investment bankers), court costs, transcript costs, fees of
experts, travel expenses, duplicating, printing and binding costs,
telephone and fax transmission charges, postage, delivery services,
secretarial services, and other disbursements and expenses.




(d) “Indemnifiable Expenses,” “Indemnifiable Liabilities” and
“Indemnifiable Amounts” shall have the meanings ascribed to those
terms in Section 2(a) below.




(e) “Liabilities” shall mean judgments, damages, liabilities,
losses, penalties, excise taxes, fines and amounts paid in
settlement.




(f) “Proceeding” shall mean any threatened, pending or completed
claim, action, suit, arbitration, alternate dispute resolution
process, investigation, informal inquiry by a government agency,
administrative hearing, appeal, or any other proceeding, whether
civil, criminal, administrative, arbitrative or investigative,
whether formal or informal, including a proceeding initiated by
Indemnitee pursuant to Section 9 of this Agreement to enforce
Indemnitee’s rights hereunder.




(g) “Subsidiary” shall mean any corporation, partnership, limited
liability company, joint venture, trust or other Entity of which
the Company owns (either directly or through or together with
another Subsidiary of the Company) either (i) a general partner,
managing member or other similar interest or (ii) (A) 50% or more
of the voting power of the voting capital equity interests of such
corporation, partnership, limited liability company, joint venture
or other Entity, or (B) 50% or more of the outstanding voting
capital stock or other voting equity interests of such corporation,
partnership, limited liability company, joint venture or other
Entity.



     2. Agreement to Indemnify. The Company agrees to indemnify Indemnitee as
follows:




(a) Proceedings Other Than By or In the Right of the Company.
Subject to the exceptions contained in Section 3(a) below, if
Indemnitee was or is a party or is threatened to be made a party to
any Proceeding (other than a Proceeding by or in the right of the
Company) by reason of Indemnitee’s Corporate Status, Indemnitee
shall be indemnified by the Company against all Expenses and
Liabilities incurred or paid by Indemnitee in connection with such
Proceeding (referred to



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herein as “Indemnifiable Expenses” and
“Indemnifiable Liabilities,” respectively, and collectively as
“Indemnifiable Amounts”).




(b) Proceedings By or In the Right of the Company. Subject to the
exceptions contained in Section 3(b) below, if Indemnitee was or is
a party or is threatened to be made a party to any Proceeding by or
in the right of the Company by reason of Indemnitee’s Corporate
Status, Indemnitee shall be indemnified by the Company against all
Indemnifiable Expenses.




(c) Presumption Regarding Standard of Care. In making any
determination required to be made under Tennessee law with respect
to entitlement to indemnification hereunder, there shall be a
rebuttable presumption that Indemnitee is entitled to
indemnification under this Agreement if Indemnitee submitted a
request therefor in accordance with Section 4 of this Agreement,
and the Company shall have the burden of proof to overcome that
presumption in connection with the making by any person, persons or
entity of any determination contrary to that presumption.



     3. Exceptions to Indemnification. Indemnitee shall be entitled to
indemnification under Sections 2(a) and 2(b) above in all circumstances other
than with respect to any specific claim, issue or matter involved in the
Proceeding out of which Indemnitee’s claim for indemnification has arisen, as
follows:




(a) Proceedings Other Than By or In the Right of the Company. If
indemnification is requested under Section 2(a) in a Proceeding
other than by or in the right of the Company and it has been
finally adjudicated by a court of competent jurisdiction that, in
connection with such specific claim, issue or matter, Indemnitee
(i) engaged in actions or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (ii)
failed to act in a manner Indemnitee reasonably believed to be in
the best interests of the Company in the case of conduct in the
Indemnitee’s official capacity with the Company or at least
reasonably believed to be not opposed to the best interests of the
Company in all other cases; (iii) with respect to any criminal
Proceeding, had reasonable cause to believe that Indemnitee’s
conduct was unlawful; (iv) improperly received a personal benefit;
(v) breached his or her duty of loyalty to the Company or its
shareholders; or (vi) is liable under Tennessee Code Annotated §
48-18-304, Indemnitee shall not be entitled to payment of
Indemnifiable Amounts hereunder.




(b) Proceedings By or In the Right of the Company. If
indemnification is requested under Section 2(b) in a Proceeding by
or in the right of the Company and




(i) it has been finally adjudicated by a court of
competent jurisdiction that, in connection with such
specific claim, issue or matter, Indemnitee (A) engaged
in actions or omissions not in good faith
or which involve intentional misconduct or a knowing
violation of law; (B) failed to act in a manner
Indemnitee reasonably believed



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to be in the best
interests of the Company in the case of conduct in the
Indemnitee’s official capacity with the Company or at
least reasonably believed to be not opposed to the best
interests of the Company in all other cases; (C) with
respect to any criminal Proceeding, had reasonable
cause to believe that Indemnitee’s conduct was
unlawful; (D) improperly received a personal benefit;
(E) breached its duty of loyalty to the Company or its
shareholders; or (F) is liable under Tennessee Code
Annotated § 48-18-304, Indemnitee shall not be entitled
to payment of Indemnifiable Expenses (or any other
Indemnifiable Amounts) hereunder; or




(ii) it has been finally adjudicated by a court of
competent jurisdiction that Indemnitee is liable to the
Company with respect to such specific claim, Indemnitee
shall not be entitled to payment of Indemnifiable
Expenses (or any other Indemnifiable Amounts) hereunder
with respect to such claim, issue or matter; or




(iii) it has been finally adjudicated by a court of
competent jurisdiction that Indemnitee is liable to the
Company for an accounting of profits made from the
purchase or sale by the Indemnitee of securities of the
Company pursuant to the provisions of Section 16(b) of
the Securities Exchange Act of 1934, the rules and
regulations promulgated thereunder and amendments
thereto or similar provisions of any federal, state or
local statutory law, or if the Indemnitee agrees by way
of settlement or otherwise to pay any or all of such
profits to the Company, Indemnitee shall not be
entitled to payment of Indemnifiable Expenses (or any
other Indemnifiable Amounts) hereunder.




(c) Insurance Proceeds. To the extent payment is actually made to
the Indemnitee under a valid and collectible insurance policy in
respect of Indemnifiable Amounts in connection with such specific
claim, issue or matter, Indemnitee shall not be entitled to payment
of Indemnifiable Amounts hereunder except in respect of any excess
beyond the amount of payment under such insurance.



     4. Procedure for Payment of Indemnifiable Amounts. Following the final
resolution, without any right of appeal, of a Proceeding, Indemnitee shall
submit to the Company a written request specifying the Indemnifiable Amounts,
if any, for which Indemnitee seeks payment under Section 2 of this Agreement
and the basis for the claim, and affirming the Indemnitee’s good faith belief
that he has met the standard of conduct required under Tennessee law to be
eligible to receive indemnification. The Company shall pay such Indemnifiable
Amounts to which Indemnitee is entitled to Indemnitee within sixty (60)
calendar days of receipt of the request. At the request of the Company,
Indemnitee shall promptly furnish such documentation and information
as are reasonably available to Indemnitee and necessary to establish that
Indemnitee is entitled to indemnification hereunder.



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     5. Indemnification for Expenses of a Party Who is Wholly or Partly
Successful. Notwithstanding any other provision of this Agreement, and without
limiting any such provision, to the extent that Indemnitee is, by reason of
Indemnitee’s Corporate Status, a party to and is successful, on the merits or
otherwise, in any Proceeding, Indemnitee shall be indemnified against all
Expenses reasonably incurred by Indemnitee or on Indemnitee’s behalf in
connection therewith. If Indemnitee is not wholly successful in such
Proceeding but is successful, on the merits or otherwise, as to one or more but
less than all claims, issues or matters in such Proceeding, the Company shall
indemnify Indemnitee against all Expenses reasonably incurred by Indemnitee or
on Indemnitee’s behalf in connection with each successfully resolved claim,
issue or matter. For purposes of this Agreement, the final termination without
any right of appeal of any claim, issue or matter in such a Proceeding by
dismissal, with or without prejudice, by reason of settlement (except a
settlement as provided in § 3(b)(iii) hereof), judgment, order or otherwise,
shall be deemed to be a successful result as to such claim, issue or matter.
Nothing in this Section 5 shall be construed to limit any indemnification or
indemnifiable amounts to which Indemnitee is otherwise entitled pursuant to
this Agreement or otherwise.



     6. Effect of Certain Resolutions. Neither the settlement or termination
of any Proceeding nor the failure of the Company to award indemnification or to
determine that indemnification is payable shall create a presumption that
Indemnitee is not entitled to indemnification hereunder. In addition, the
termination of any Proceeding by judgment, order, or conviction, except as
pursuant to § 3 hereof, or by settlement or upon a plea of nolo contendere or
its equivalent shall not create a presumption that Indemnitee did not act in
good faith and in a manner which Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company or, with respect to any criminal
Proceeding, had reasonable cause to believe that Indemnitee’s action was
unlawful.



     7. Agreement to Advance Expenses; Undertaking. The Company shall advance
all Expenses incurred by or on behalf of Indemnitee in connection with any
Proceeding, including a Proceeding by or in the right of the Company, in which
Indemnitee is involved by reason of such Indemnitee’s Corporate Status within
thirty (30) calendar days after the receipt by the Company of a written
statement from Indemnitee in accordance with § 8 hereof requesting such advance
or advances from time to time, whether prior to or after final disposition of
such Proceeding. To the extent required by Tennessee law, Indemnitee hereby
undertakes to repay any and all of the amount of Expenses advanced to
Indemnitee if it is finally determined by a court of competent jurisdiction
that Indemnitee is not entitled under this Agreement or applicable law to
indemnification with respect to such Expenses. This undertaking is an
unlimited general obligation of Indemnitee.



     8. Procedure for Advance Payment of Expenses. Indemnitee shall submit to
the Company a written request specifying the Indemnifiable Expenses for which
Indemnitee seeks an advancement under Section 7 of this Agreement, together
with documentation evidencing that Indemnitee has incurred such Indemnifiable
Expenses, and affirming the Indemnitee’s good faith
belief that he has met the standard of conduct required under Tennessee
Law to be eligible to receive indemnification.



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     9. Remedies of Indemnitee.




(a) Right to Petition Court. In the event that Indemnitee makes a
request for payment of Indemnifiable Amounts under Sections 2 and 4
above or a request for an advancement of Indemnifiable Expenses
under Sections 7 and 8 above and the Company fails to make such
payment or advancement in a timely manner pursuant to the terms of
this Agreement, Indemnitee may petition the Tennessee Courts (as
defined in § 21 herein) to enforce the Company’s obligations under
this Agreement.




(b) Burden of Proof. In any judicial Proceeding brought under
Section 9(a) above, the Company shall have the burden of proving
that Indemnitee is not entitled to payment of Indemnifiable Amounts
hereunder.




(c) Expenses. The Company agrees to reimburse Indemnitee in full
for any Expenses incurred by Indemnitee in connection with
investigating, preparing for, litigating, defending or settling any
Proceeding brought by Indemnitee under Section 9(a) above, or in
connection with any claim or counterclaim brought by the Company in
connection therewith, whether or not Indemnitee is successful in
whole or in part in connection with any such Proceeding.




(d) Failure to Act Not a Defense. The failure of the Company
(including its Board of Directors or any committee thereof,
independent legal counsel, or stockholders) to make a determination
concerning the permissibility of the payment of Indemnifiable
Amounts or the advancement of Indemnifiable Expenses under this
Agreement shall not be a defense in any Proceeding brought under
Section 9(a) above, and shall not create a presumption that such
payment or advancement is not permissible.



     10. Defense of the Underlying Proceeding.




(a) Notice by Indemnitee. Indemnitee agrees to notify the Company
promptly upon being served with any summons, citation, subpoena,
complaint, indictment, information, notice, request or other
document relating to any Proceeding which may result in the payment
of Indemnifiable Amounts or the advancement of Indemnifiable
Expenses hereunder; provided, however, that the failure to give any
such notice shall not disqualify Indemnitee from the right, or
otherwise affect in any manner any right of Indemnitee, to receive
payments of Indemnifiable Amounts or advancements of Indemnifiable
Expenses unless the Company’s ability to defend in such Proceeding
or to obtain proceeds under any insurance policy is materially and
adversely prejudiced thereby, except to the extent the Company is
thereby actually prejudiced.




(b) Defense by Company. Subject to the provisions of the last
sentence of this Section 10(b) and of Section 10(c) below, the
Company shall have the right to defend Indemnitee in any Proceeding
which may give rise to the payment of Indemnifiable



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Amounts
hereunder; provided, however, that the Company shall notify
Indemnitee of any such decision to defend within fifteen (15)
calendar days of receipt of notice of any such Proceeding under
Section 10(a) above. The Company shall not, without the prior
written consent of Indemnitee, which shall not be unreasonably
withheld or delayed, consent to the entry of any judgment against
Indemnitee or enter into any settlement or compromise which
includes an admission of fault of Indemnitee. In connection with
any partial or whole release of the Company from liability in
respect of a Proceeding, the indemnification or indemnifiable
amounts to which the Indemnitee is otherwise entitled pursuant to
this Agreement or otherwise shall remain in full force and effect,
and any such partial release shall not prejudice any potential
rights of contribution of the Indemnitee against the Company or any
third party. In connection with any partial release of the
Indemnitee from liability in respect of a Proceeding, the
indemnification or indemnifiable amounts to which the Indemnitee is
otherwise entitled pursuant to this Agreement or otherwise with
respect to such unreleased liability shall remain in full force and
effect, and any such partial release shall not prejudice any
potential rights of contribution of the Company against the
Indemnitee or any third party. This Section 10(b) shall not apply
to a Proceeding brought by Indemnitee under Section 9(a) above or
pursuant to Section 18 below. The Indemnitee shall not
intentionally agree to any settlement or make any admission that
would be adverse to the Company or in any other way materially
prejudice the Company in any Proceeding as to which indemnification
is available hereunder or which is being defended by the Company
without the prior written consent of the Company, which shall not
be unreasonably withheld or delayed. The Indemnitee shall not
intentionally incur any Expense or Liability, other than reasonable
Expenses or Liabilities incurred in connection with the exercise of
the Indemnitee’s rights under Section 10(c) of this Agreement,
without the prior written consent of the Company, which shall not
be unreasonably withheld or delayed.




(c) Indemnitee’s Right to Counsel. Notwithstanding the provisions
of Section 10(b) above, if in a Proceeding to which Indemnitee is a
party by reason of Indemnitee’s Corporate Status, (i) Indemnitee
has significant separate defenses or counterclaims to assert with
respect to any issue which are not consistent with the position of
the Company in such Proceeding, (ii) an actual or apparent conflict
of interest or potential conflict of interest exists between
Indemnitee and the Company, or (iii) if the Company fails to assume
the defense of such Proceeding in a timely manner, all such
Indemnitees shall be entitled to be represented by one separate
legal counsel of their choice at the expense of the Company,
provided that where representation of the Indemnitees by one
separate legal counsel may result in a conflict of interest, each
of the Indemnitees shall be entitled to be represented by separate
legal counsel of their choice at the expense of the Company,
provided further that any such separate legal counsel employed by
an Indemnitee pursuant to this Section 10(c) be reasonably
acceptable to the Company. In addition, if the Company fails to comply with any of its obligations
under this Agreement or in the event that the Company or any
affiliate or successor of the Company takes any action to declare
this Agreement void or unenforceable, or institutes



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any Proceeding
to deny or to recover from Indemnitee the benefits intended to be
provided to Indemnitee hereunder, Indemnitee shall have the right
to retain counsel of Indemnitee’s choice, at the expense of the
Company, to represent Indemnitee in connection with any such
matter.



     11. Representations and Warranties of the Company. The Company hereby
represents and warrants to Indemnitee as follows:




(a) Authority. The Company has all necessary power and authority
to enter into, and be bound by the terms of, this Agreement to the
fullest extent permitted by law, and the execution, delivery and
performance of the undertakings contemplated by this Agreement have
been duly authorized by the Company.




(b) Enforceability. This Agreement, when executed and delivered by
the Company in accordance with the provisions hereof, shall be a
legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms to the fullest
extent permitted by law, except as such enforceability may be
limited by applicable bankruptcy, insolvency, moratorium,
reorganization or similar laws affecting the enforcement of
creditors’ rights generally.



     12. Insurance. The Company shall, from time to time, make the good faith
determination whether or not it is practicable for the Company to obtain and
maintain a policy or policies of director and officer liability insurance or
similar insurance with a reputable insurance company providing the Indemnitee
with coverage for losses from wrongful acts in connection with such
Indemnitee’s service as a director, and to ensure the Company’s performance of
its indemnification obligations under this Agreement. For so long as
Indemnitee shall remain an executive officer or/ director of the Company, and
if such Indemnitee is no longer an executive officer or director of the Company
with respect to any such prior service as an executive officer or director of
the Company, in all policies of director and officer liability insurance,
Indemnitee shall be named as an insured in such a manner as to provide
Indemnitee the same rights and benefits as are accorded to the most favorably
insured of the Company’s officers and directors. Notwithstanding the
foregoing, the Company shall have no obligation to obtain or maintain such
insurance if the Company determines in good faith that such insurance is not
reasonably available, if the premium costs for such insurance are
disproportionate to the amount of coverage provided, or if the coverage
provided by such insurance is limited by exclusions so as to provide an
insufficient benefit. The Company shall promptly notify Indemnitee of any good
faith determination not to provide or eliminate or reduce such coverage.



     13. Contract Rights Not Exclusive. The rights to payment of Indemnifiable
Amounts and advancement of Indemnifiable Expenses provided by this Agreement
shall be in addition to, but not exclusive of, any other rights which
Indemnitee may have at any time under applicable law, the Company’s Amended and
Restated Charter or Amended and Restated Bylaws, or any other agreement, vote
of stockholders or directors (or a committee of directors), or otherwise,
both as to action in Indemnitee’s official capacity and as to action in
any other capacity as a result of Indemnitee’s serving as a director of the
Company.



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     14. Successors. This Agreement shall be (a) binding upon all successors
and assigns of the Company (including any transferee of all or a substantial
portion of the business, stock and/or assets of the Company and any direct or
indirect successor by merger or consolidation or otherwise by operation of law)
and (b) binding on and shall inure to the benefit of the heirs, personal
representatives, executors and administrators of Indemnitee. This Agreement
shall continue for the benefit of Indemnitee and such heirs, personal
representatives, executors and administrators after Indemnitee has ceased to
have Corporate Status.



     15. Subrogation. In the event of any payment of Indemnifiable Amounts
under this Agreement, the Company shall be subrogated to the extent of such
payment to all of the rights of contribution or recovery of Indemnitee against
other persons, and Indemnitee shall take, at the request of the Company, all
reasonable action necessary to secure such rights, including the execution of
such documents as are necessary to enable the Company to bring suit to enforce
such rights.



     16. Change in Law. To the extent that a change in Tennessee law (whether
by statute or judicial decision) shall permit broader indemnification or
advancement of expenses than is provided under the terms of the Bylaws and this
Agreement, Indemnitee shall be entitled to such broader indemnification and
advancements, and this Agreement shall be deemed to be amended to such extent.



     17. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Agreement, or any clause thereof,
shall be determined by a court of competent jurisdiction to be illegal, invalid
or unenforceable, in whole or in part, such provision or clause shall be
limited or modified in its application to the minimum extent necessary to make
such provision or clause valid, legal and enforceable, and the remaining
provisions and clauses of this Agreement shall remain fully enforceable and
binding on the parties.



     18. Indemnitee as Plaintiff. Except as provided in Section 9(c) of this
Agreement and in the next sentence, Indemnitee shall not be entitled to payment
of Indemnifiable Amounts or advancement of Indemnifiable Expenses with respect
to any Proceeding brought by Indemnitee against the Company, any Entity which
it controls, any then current or former director, officer or employee thereof,
or any third party, unless the Board of Directors of the Company has consented
to the initiation of such Proceeding. This Section shall not apply to
counterclaims or affirmative defenses asserted by Indemnitee in any Proceeding
brought against Indemnitee.



     19. Modifications and Waiver. Except as provided in Section 16 above with
respect to changes in Tennessee law which broaden the right of Indemnitee to be
indemnified by the Company, no supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by each of the parties
hereto. No waiver of any of the provisions of this Agreement shall be deemed
or shall constitute a waiver of any other provisions of this Agreement (whether
or not similar), nor shall such waiver constitute a continuing waiver.



     20. General Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given (a) when delivered by



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hand, (b) when transmitted by facsimile and
receipt is acknowledged, or (c) if mailed by certified or registered mail with
postage prepaid, on the third business day after the date on which it is so
mailed:



	 	 	 	 	 
	(i)

	 	If to Indemnitee, to:
	 	 
	 
	 	 	 	 
	

	 	
 	 	 
	

	 	
 	 	 
	

	 	
 	 	 
	

	 	
 	 	 
	 
	 	 	 	 
	(ii)

	 	If to the Company, to:	 	 
	 
	 	 	 	 
	

	 	Thomas & Betts Corporation	 	 
	

	 	8155 T&B Boulevard, 4D-56	 	 
	

	 	Memphis, Tennessee 38125	 	 
	

	 	Attn: General Counsel	 	 






or to such other address as may have been furnished in the same manner by any
party to the others.



     21. Governing Law; Consent to Jurisdiction; Service of Process. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Tennessee without regard to its rules of conflict of laws. For the
purposes of this Agreement only, each of the Company and the Indemnitee hereby
irrevocably and unconditionally consents to submit to the exclusive
jurisdiction of the state courts of the State of Tennessee and the courts of
the United States of America located in the State of Tennessee (collectively,
the “Tennessee Courts”) for any litigation arising out of or relating to this
Agreement and the transactions contemplated hereby (and agrees not to commence
any litigation relating thereto except in such courts), waives any objection to
the laying of venue of any such litigation in the Tennessee Courts and agrees
not to plead or claim in any Tennessee Court that such litigation brought
therein has been brought in an inconvenient forum. Each of the parties hereto
agrees, for the purposes of this Agreement only (a) to the extent such party is
not otherwise subject to service of process in the State of Tennessee, to
appoint and maintain an agent in the State of Tennessee as such party’s agent
for acceptance of legal process, and (b) that service of process may also be
made on such party by prepaid certified mail with a proof of mailing receipt
validated by the United States Postal Service constituting evidence of valid
service. Service made pursuant to (a) or (b) above shall have the same legal
force and effect as if served upon such party personally within the State of
Tennessee.



[signature page follows]




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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

	 	 	 	 	 
	 	THOMAS & BETTS CORPORATION

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	 	INDEMNITEE

 	 
	 	 	 
	 	Name:  	 	 	 
	 	 	 	 
	 





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SCHEDULE A





	 	 	 
	Indemnitees
	 	Date of Agreement

	David L. Alyea

	 	9/22/04
	Christopher P. Hartmann

	 	9/21/04
	Stanley P. Locke

	 	9/17/04








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