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                                                                   EXHIBIT 10.13




                           THOMAS & BETTS CORPORATION

                            EXECUTIVE RETIREMENT PLAN

                          (AS AMENDED FEBRUARY 4, 2004)

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                           THOMAS & BETTS CORPORATION
                            EXECUTIVE RETIREMENT PLAN

                           AS AMENDED FEBRUARY 4, 2004

                                  INTRODUCTION

Thomas & Betts Corporation (the "Company") has adopted this Executive Retirement
Plan effective as of September 2, 1992, as amended on December 16, 1993,
February 5, 1997, June 4, 1997, December 1, 1999, June 7, 2000, December 5,
2000, September 3, 2003 and as further amended on February 4, 2004, to provide
additional retirement income and death benefit protection to certain officers of
the Company in recognition of their contribution to the Company in carrying out
senior management responsibilities. The terms and conditions of participation
and benefits under this Executive Retirement Plan are set out in this document.

All benefits payable under this Plan, which is intended to constitute a
non-qualified, unfunded deferred compensation plan for a select group of
management employees under Title I of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), shall be paid out of the general assets of
the Company.

                             ARTICLE 1. DEFINITIONS

1.01     "ACTUARIAL EQUIVALENT" shall mean the equivalent value when computed
         based on the UP-84 Mortality Table and an interest rate equal to 100
         percent of the interest rate which would be used by the Pension Benefit
         Guaranty Corporation (under the pre-11/1/93 methodology) for valuing
         immediate annuities for single employer plans that terminate on the
         first day of the month in which the Eligible Employee's Benefit
         payments commence (the "PBGC Interest Rate").

1.02     "AFFILIATED COMPANY" shall mean any company not participating in the
         Plan which is a member of a controlled group of corporations (as
         defined in Section 414(b) of the Code) which also includes as a member
         the Company; any trade or business under common control (as defined in
         Section 414(c) of the Code) with the Company; any organization (whether
         or not incorporated) which is a member of an affiliated service group
         (as defined in Section 414(m) of the Code) which includes the Company;
         and any other entity required to be aggregated with the Company
         pursuant to regulations under Section 414(o) of the Code.

1.03     "AVERAGE MONTHLY COMPENSATION" shall mean the average monthly
         Compensation of an Eligible Employee during any sixty (60) consecutive
         months during his employment with the Company or an Affiliated Company
         affording the highest such average. For purposes of determining Average
         Monthly Compensation, noncontiguous months of employment interrupted by
         periods of fewer than twelve (12) months in which the Employee is not
         employed shall be treated as consecutive. If the Eligible Employee has
         fewer than 60 consecutive full months of employment, Average Monthly
         Compensation shall mean the monthly average for all full months of
         employment completed by such Eligible Employee. Notwithstanding the
         foregoing, if an Eligible Employee has


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         noncontiguous periods of employment and his most recent period of
         employment commenced at least twelve (12) full calendar months after
         the last day of his immediate prior period of employment, his Average
         Monthly Compensation shall be determined solely on the basis of his
         most recent period of employment.

1.04     "BENEFICIARY" shall mean the person or persons designated by an
         Eligible Employee as beneficiary in a time and manner determined by the
         Committee. If the Eligible Employee fails to designate a Beneficiary or
         if the Beneficiary predeceases the Eligible Employee, the Eligible
         Employee's spouse shall be the Beneficiary or if no spouse survives the
         Eligible Employee, the Eligible Employee's estate shall be the
         Beneficiary. An Eligible Employee may change his designated Beneficiary
         in a time and manner determined by the Committee.

1.05     "BENEFIT" shall mean the payments payable under Article 2 of this Plan.

1.06     "BOARD OF DIRECTORS" shall mean the Board of Directors of Thomas &
         Betts Corporation.

1.07     "CODE" shall mean the Internal Revenue Code of 1986, as amended from
         time to time.

1.08     "COMMITTEE" shall mean the Company's Compensation Committee of the
         Board of Directors, any successor or substitute committee thereto, or,
         during any period of time when no such committee is in existence, the
         Company's entire Board of Directors.

1.09     "COMPANY" shall mean the Thomas & Betts Corporation or any successor by
         merger, purchase or otherwise, with respect to its employees and such
         affiliated companies authorized by the Board of Directors, on such
         terms and conditions as the Board may determine, to participate in the
         Plan.

1.10     "COMPENSATION" shall mean the base cash compensation paid to an
         Eligible Employee in respect of each month for services rendered to the
         Company by such Eligible Employee, plus the amount paid pursuant to the
         provisions of the Executive Incentive Plan and the Management Incentive
         Plan or such substitute or similar plans, determined prior to any
         pre-tax contributions under a "qualified cash or deferred arrangement"
         (as defined under Section 401(k) of the Code and its applicable
         regulations) or under a "cafeteria plan" (as defined under Section 125
         of the Code and its applicable regulations) and prior to any amount
         which an Eligible Employee has elected to defer under the Thomas &
         Betts Supplemental Executive Investment Plan.

1.11     "CREDITED SERVICE" shall mean with respect to an Eligible Employee's
         service determined pursuant to the provisions of Section 2.9 (or any
         successor thereto) of the Retirement Plan. If an Eligible Employee, who
         either has received a lump sum distribution from the Plan or is
         receiving a monthly payment from the Plan is subsequently rehired and
         resumes participation in the plan, his Credited Service attributable to
         his employment prior to his rehire shall be disregarded in determining
         the amount of his Benefit which accrues subsequent to his rehire. His
         Credited Service attributable to employment both before and after his
         rehire shall, however, be taken into account in determining whether he
         has satisfied the service eligibility requirements for a

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         Benefit under the Plan. Notwithstanding the foregoing, an Eligible
         Employee may, subject to the approval by the Committee, be granted
         additional months or years of age or of Credited Service for purposes
         of determining the amount of Benefit under the Plan or for purposes of
         satisfying the service eligibility requirements necessary for a Benefit
         under the Plan or both. The number of months or years of age or of
         Credited Service so granted, if any, shall be set forth in Appendix A.

1.12     "EARLY RETIREMENT DATE" shall mean the first day of the calendar month
         following an Eligible Employee's 55th birthday, or the Eligible
         Employee's 50th birthday if such Eligible Employee commenced employment
         with the Company prior to December 1, 1997. For purposes of determining
         whether employment commenced prior to December 1, 1997, "Company" shall
         not include Augat Inc. or any Affiliated Company which became
         authorized to participate in this Plan after November 30, 1997.

1.13     "EFFECTIVE DATE" shall mean September 2, 1992, for the Plan as
         originally effective, and February 4, 2004 for the Plan as amended and
         restated herein.

1.14     "ELIGIBLE EMPLOYEE" shall mean an employee who occupies a position of
         senior management with the Company who has been approved by the
         Committee and who is listed on Appendix A, as amended from time to time
         by the Committee.

1.15     "NORMAL RETIREMENT DATE" shall mean the first day of the calendar month
         following an Eligible Employee's 65th birthday.

1.16     "PLAN" shall mean the Thomas & Betts Corporation Executive Retirement
         Plan, as amended from time to time.

1.17     "RETIREE" shall mean an Eligible Employee who (i) has completed 5 or
         more years of Credited Service, (ii) has reached either his Early
         Retirement Date or his Normal Retirement Date, and (iii) either
         voluntarily or upon the Company's request or demand terminates
         employment with the Company and all Affiliated Companies.

1.18     "RETIREMENT PLAN" shall mean Part A of the Thomas & Betts Pension Plan,
         as amended from time to time.

1.19     "10-YEAR CERTAIN AND LIFE ANNUITY" shall mean an annuity which provides
         monthly payments to the Retiree for his lifetime with a guaranteed
         minimum of one hundred twenty (120) monthly payments, and if the
         Retiree dies prior to receiving the full one hundred twenty (120)
         monthly payments, the remainder of the guaranteed payments shall be
         commuted and paid in one lump sum to the Beneficiary in full discharge
         of the obligation of the Plan.

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                    ARTICLE 2. AMOUNT AND PAYMENT OF BENEFITS

2.01     PAYMENT OF BENEFIT

         Except as otherwise provided in Section 2.07 hereof, a Benefit shall be
         payable by the Company only with respect to an Eligible Employee who
         becomes a Retiree, subject to the provisions of Section 3.07. Such
         Benefit shall be payable from the general assets of the Company.

2.02     AMOUNT OF BENEFIT

         The monthly amount of the Benefit payable in the form of a 10-Year
         Certain and Life Annuity shall be equal to:

         (a)      2.5 percent of the Eligible Employee's Average Monthly
                  Compensation multiplied by the first 20 years of his Credited
                  Service plus 1.5 percent of the Eligible Employee's Average
                  Monthly Compensation multiplied by the next 15 years of his
                  Credited Service

                                      MINUS

         (b)      The sum of (i) and (ii) where

                  (i)      equals the monthly amount of benefit which is or
                           would be payable to the Eligible Employee pursuant to
                           the provisions of the Retirement Plan, assuming such
                           benefit commenced at the same time as the
                           commencement of his Plan Benefit, in the form of a
                           100% Joint and Survivor Annuity, as described in
                           Section 2.03(b) (an Eligible Employee who is
                           unmarried at the time the Benefit is determined shall
                           be deemed, for purposes of the Plan, to have a
                           survivor annuitant born on the same date as the
                           Eligible Employee), and

                  (ii)     equals the monthly amount of benefit payable under a
                           prior employer's retirement program as set forth in
                           Appendix A.

         The Committee shall determine, in good faith, the appropriate amount of
         offset under Section 2.02(b)(ii) to be used in calculating any Benefit
         under this Plan (including, without limitation, converting such monthly
         benefit under Section 2.02(b)(ii) to an appropriate benefit form) and
         each Eligible Employee shall cooperate with the Committee by providing
         any information (certifiable or otherwise) necessary to make such
         determination.

2.03     FORM OF PAYMENT

         (a)      Unless a Retiree has elected an optional form of benefit, as
                  provided herein, the automatic form of payment under this Plan
                  deemed to have been elected by such


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                  Retiree upon becoming an Eligible Employee shall be a 10-Year
                  Certain and Life Annuity.

         (b)      Any Eligible Employee may, upon becoming an Eligible Employee,
                  elect in writing that his Benefit be paid in the form of a
                  100% Joint and Survivor Annuity of Actuarial Equivalent value
                  to the Benefit otherwise payable under Section 2.03(a) above,
                  providing for a reduced monthly benefit during his lifetime
                  with 100% of such reduced monthly benefit continuing to his
                  surviving spouse to whom he was married on the date his
                  Benefit payments commenced for the remainder of such spouse's
                  lifetime. If the Retiree and the spouse to whom he was married
                  on the date his Benefit payments commenced die before
                  receiving one hundred twenty (120) monthly payments, the
                  remainder of the one hundred twenty (120) guaranteed payments
                  will be commuted and paid in one lump sum to the named
                  beneficiary of the last surviving annuitant in full discharge
                  of the obligation of the Plan. This optional form of benefit
                  shall become effective on the first day of the month for which
                  the Retiree's Benefit is first payable. If the Retiree's
                  spouse dies before the first day of the month for which the
                  Retiree's Benefit is first payable, this optional form of
                  payment shall be revoked and payments shall be made pursuant
                  to the provisions of Section 2.03(a) above.

         (c)      Any Eligible Employee may, upon becoming an Eligible Employee,
                  elect in writing that his Benefit be paid to him (or his
                  Beneficiary if he dies prior to payment under paragraph (d)
                  below) in one single payment of Actuarial Equivalent value to
                  the Benefit otherwise payable under Section 2.03(a) above.
                  Notwithstanding the foregoing or any provision of the Plan to
                  the contrary, the lump sum factor to be used in determining
                  the present value of the Benefit of a Retiree who terminates
                  employment after his Normal Retirement Date shall be the same
                  lump sum factor as would be used with respect to an age 65
                  Retiree receiving a lump sum payment of his Benefit as of the
                  same date.

         (d)      Payments shall commence as of the first day of the month
                  following the Eligible Employee becoming a Retiree or as soon
                  as administratively practicable thereafter.

         (e)      Any Eligible Employee may change his payment form election by
                  making a new payment form election at any time; provided,
                  however, that no such election shall be effective unless it
                  shall have been made and submitted to the Committee prior to
                  the last day of the calendar year prior to the calendar year
                  in which the Eligible Employee terminates employment with the
                  Company and each Affiliated Company.

         (f)      Notwithstanding any other provision of the Plan, the Committee
                  in its sole discretion may elect to pay a Benefit in one
                  single payment that is the Actuarial Equivalent value of the
                  Benefit accrued by an Eligible Employee who terminated
                  employment after completing five or more years of Credited
                  Service but prior to reaching his Early Retirement Date.

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2.04     COMMENCEMENT OF BENEFIT ON OR AFTER NORMAL RETIREMENT DATE

         A Retiree who terminates employment on or after his Normal Retirement
         Date shall receive his Benefit commencing on the first day of the month
         following his termination of employment, subject to the provisions of
         Section 3.07. His Benefit shall be equal to the Benefit determined
         pursuant to the provisions of Section 2.02 on the basis of his Average
         Monthly Compensation and Credited Service on the date of his
         termination of employment.

2.05     COMMENCEMENT OF BENEFITS BEFORE NORMAL RETIREMENT DATE

         (a)      Unless the provisions of Section 2.05(b) below are applicable,
                  a Retiree whose employment terminates for any reason prior to
                  his Normal Retirement Date shall receive a Benefit commencing
                  on the first day of the month following his termination of
                  employment subject to the provisions of Section 3.07. His
                  Benefit shall be equal to the Benefit determined under the
                  provisions of Section 2.02 on the basis of his Average Monthly
                  Compensation and Credited Service on the date of his
                  termination of employment; provided, however, the portion of
                  his Benefit determined under the provisions of Section 2.02(a)
                  shall be reduced by 3.6% for each year and 1/12 of 3.6% for
                  each month of a fractional year by which the date the
                  Retiree's Benefit begins prior to the 60th anniversary of his
                  birth.

         (b)      An Eligible Employee who has completed at least five years of
                  Credited Service and who terminates employment at the
                  Company's request prior to his Normal Retirement Date shall,
                  subject to the approval of the Committee and the provisions of
                  Section 3.07, receive a special early Benefit. The special
                  early Benefit shall solely be at the discretion of the
                  Committee and may reflect (without limitation) the grant of
                  additional months or years of Credited Service and/or age.

2.06     DISABILITY BENEFIT

         An Eligible Employee who has not reached his Normal Retirement Date and
         who ceases to be employed by the Company and each Affiliated Company on
         account of disability shall continue to be credited with Credited
         Service if (i) such Eligible Employee has completed 5 years of Credited
         Service (computed in the same manner described in Section 1.11) with
         the Company and (ii) provided such Credited Service shall only continue
         if such Eligible Employee is eligible for and is continuously receiving
         disability benefits under the Company's long-term disability program.
         There shall also be included in his Credited Service any applicable
         waiting period for disability benefits under the Company's long-term
         disability plan; provided that after expiration of such period the
         Eligible Employee becomes entitled to such disability benefits. Upon
         reaching age 65, such disabled Eligible Employee shall be entitled to a
         disability Benefit in an amount determined under Section 2.02, based on
         his Average Monthly Compensation at the time he ceased employment on
         account of disability and his Credited Service based on Section 1.11
         and the preceding provisions of this Section 2.06. For purposes of
         Section 2.06(i), "Company" shall not include Augat Inc. or any other
         Affiliated Company which became authorized to participate in this Plan
         after November 30, 1997.

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2.07     PRE-RETIREMENT DEATH BENEFIT

         If (i) prior to his employment termination, an Eligible Employee dies
         after he has completed 5 or more years of Credited Service with the
         Company and (ii) an Eligible Employee dies while accruing Credited
         Service under Section 2.06, a spouse's benefit shall be payable to his
         surviving spouse. Such spouse's benefit shall be a lump-sum payment
         which is the Actuarial Equivalent value of the amount of monthly
         benefit the spouse would have received if the benefit which the
         Eligible Employee would have received under Section 2.02 of this Plan,
         reduced pursuant to the provisions of Section 2.05(a) of this Plan, had
         commenced on the later of the month following (A) the Eligible
         Employee's date of death or (B) the Eligible Employee's Early
         Retirement Date, in the form of a 100% Joint and Survivor Annuity and
         the Eligible Employee had died immediately thereafter. Such spouse's
         benefit shall be paid as soon as practicable following such Eligible
         Employee's date of death. For purposes of Section 2.07(i), "Company"
         shall not include Augat Inc. or any other Affiliated Company which
         became authorized to participate in this Plan after November 30, 1997.

2.08     RESTORATION OF SERVICE

         If an Eligible Employee who retired or otherwise terminated employment
         is restored to employment with the Company or an Affiliated Company,
         the monthly payments under the Plan shall be discontinued and, upon
         subsequent retirement or termination of employment with the Company or
         any Affiliated Company, the monthly payments shall resume in the same
         amount and in the same form. The Eligible Employee shall be entitled to
         an additional Benefit calculated under Section 2.02 taking into account
         only his Credited Service subsequent to his rehire date and may make a
         separate election, pursuant to the requirements of Section 2.03, with
         respect to the form of payment of this additional Benefit.

2.09     DESIGNATION OF BENEFICIARY

         For purposes of Sections 2.03 and 2.07, each Eligible Employee shall
         file a written designation of Beneficiary with the Committee upon
         qualifying for participation hereunder. Such designation shall remain
         in force until revoked by the Eligible Employee by filing a new
         beneficiary form with the Committee.

2.10     RECEIPT OF SINGLE-SUM PAYMENT

         If any Retiree has received a single-sum payment under Section 2.03(c)
         above, such Retiree's Beneficiary shall have no further interest in the
         Plan or any benefit payable thereunder.

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                          ARTICLE 3. GENERAL PROVISIONS

3.01     ADMINISTRATION

         The administration of the Plan, the exclusive power to interpret it,
         and the responsibility for carrying out its provisions are vested in
         the Committee. The Committee shall have full discretionary authority to
         interpret the Plan and resolve all matters arising in connection with
         the Plan. The Committee may adopt procedural rules and may employ and
         rely on such legal counsel, actuaries, accountants and agents as it may
         deem advisable to assist in the administration of the Plan. Decisions
         of the Committee shall be conclusive and binding on all persons. The
         expenses of the Committee attributable to the administration of this
         Plan shall be paid directly by the Company.

3.02     FUNDING

         (a)      All amounts payable in accordance with this Plan shall
                  constitute a general unsecured obligation of the Company. Such
                  amounts, as well as any administrative costs relating to the
                  Plan, shall be paid out of the general assets of the Company,
                  unless the provisions of paragraph (b) below are applicable.

         (b)      The Board of Directors may, for administrative reasons,
                  establish a grantor trust for the benefit of Eligible
                  Employees in the Plan. The assets of said trust will be held
                  separate and apart from other Company funds and shall be used
                  exclusively for the purposes set forth in the Plan and the
                  applicable trust agreement, subject to the following
                  conditions:

                  (i)      the creation of said trust shall not cause the Plan
                           to be other than "unfunded" for purposes of Title I
                           of ERISA;

                  (ii)     the Company shall be treated as the "grantor" of said
                           trust for purposes of Section 671 and 677 of the
                           Internal Revenue Code; and

                  (iii)    said trust agreement shall provide that its assets
                           may be used to satisfy claims of the Company's
                           general creditors, provided that the rights of such
                           general creditors are enforceable under federal and
                           state law.

3.03     NO CONTRACT OF EMPLOYMENT

         The establishment of the Plan shall not be construed as conferring any
         legal right upon any person for a continuation of employment, nor shall
         it interfere with the right of the Company to discharge any employee.

3.04     COMPETENCY

         If the Committee shall find that any person to whom any amount is or
         was payable hereunder is unable to care for his affairs because of
         illness or accident, or has died, then the Company, if it so elects,
         may direct that any payment due him or his estate (unless a


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         prior claim therefore has been made by a duly appointed legal
         representative) or any part thereof be paid or applied for the benefit
         of such person or for the benefit of his spouse, children or other
         dependents, an institution maintaining or having custody of such
         person, any other person deemed by the Committee to be a proper
         recipient on behalf of such person otherwise entitled to payment, or
         any of them, in such manner and proportion as the Company may deem
         proper. Any such payment shall be in complete discharge of the
         liability of the Company therefor.

3.05     WITHHOLDING TAXES

         The Company shall have the right to deduct from each payment to be made
         under the Plan any required withholding taxes.

3.06     NONALIENATION

         Except insofar as may otherwise be required by law, no amount payable
         at any time under the Plan shall be subject in any manner to alienation
         by anticipation, sale, transfer, assignment, bankruptcy, pledge,
         attachment, charge or encumbrance of any kind nor in any manner be
         subject to the debts or liabilities of any person and any attempt to so
         alienate or subject any such amount, whether presently or thereafter
         payable, shall be void. If any person shall attempt to, or shall
         alienate, sell, transfer, assign, pledge, attach, charge or otherwise
         encumber any amount payable under the Plan, or any part thereof, or if
         by reason of his bankruptcy or other event happening at any such time
         such amount would be made subject to his debts or liabilities or would
         otherwise not be enjoyed by him, then the Committee, if it so elects,
         may direct that such amount be withheld and that the same or any part
         thereof be paid or applied to or for the benefit of such person, his
         spouse, children or other dependents, or any of them, in such manner
         and proportion as the Committee may deem proper.

3.07     FORFEITURE FOR CAUSE

         In the event that an Eligible Employee or Retiree shall at any time be
         convicted for a crime involving dishonesty or fraud on the part of such
         Eligible Employee or Retiree in his relationship with the Company or an
         Affiliated Company, all benefits that would otherwise be payable to him
         under the Plan shall be forfeited. If a Retiree shall at any time be
         under indictment for any such crime, any Benefit amounts payable to
         such Retiree shall be suspended pending conviction, dismissal or
         acquittal in respect thereof. If the Retiree is not convicted, the
         suspended amounts shall be paid to him (with simple interest accruing
         at the PBGC Interest Rate) within thirty days after the date of the
         dismissal or acquittal. For this purpose, any so-called Alford plea or
         plea of nolo contendere shall be deemed to constitute an acquittal.

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3.08     MERGERS/TRANSFERS

         This Plan shall be binding upon and inure to the benefit of the Company
         and its successors and assignees and the Eligible Employee, his
         designees and his estate. Nothing in this Plan shall preclude the
         Company from consolidating or merging into or with, or transferring all
         or substantially all of its assets to, another corporation which
         assumes this Plan and all obligations of the Company hereunder. Upon
         such a consolidation, merger or transfer of assets and assumption, the
         term "Company" shall refer to such other corporation and this Plan
         shall continue in full force and effect.

3.09     CHANGE OF CONTROL

         Notwithstanding any other provision of the Plan, in the case of an
         Eligible Employee who has an agreement with the Company which provides
         for benefits following a change of control ("Termination Protection
         Agreement"), the following provisions shall apply in the event that
         such Eligible Employee's employment with the Company is terminated
         under the circumstances described in Section 3 of his or her
         Termination Protection Agreement.

         (a)      Such Eligible Employee, if not a Retiree as defined in Section
                  1.17, shall be deemed to be a Retiree and shall be entitled to
                  a Benefit determined in accordance with Section 2.02;

         (b)      For purposes of Section 2.02, such Eligible Employee's years
                  of Credited Service shall be increased by three (3) years; and

         (c)      The Actuarial Equivalent value of such Eligible Employee's
                  Benefit (determined in accordance with the foregoing
                  provisions of this Section 3.09) shall be paid to him or her
                  in a lump sum within 30 days after the date of termination of
                  his or her employment.

3.10     CALCULATIONS

         Whenever, under this Plan, it is necessary to determine whether one
         benefit is less than, equal to, or larger than another, whether or not
         such benefits are provided under this Plan, such determination shall be
         made by the Company's independent consulting actuary, using mortality
         and interest (unless otherwise specified in this Plan) and any other
         assumptions normally used at the time by such actuary in determining
         actuarial equivalents under the Retirement Plan.

3.11     ELECTIONS

         All elections, designations, requests, notices, instructions, and other
         communications from an Eligible Employee, Retiree, or other person to
         the Committee that are required or permitted under the Plan shall be in
         such form as is prescribed from time to time by the Committee, shall be
         mailed by Certified or Registered Mail, Return Receipt Requested,


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         or personally delivered to the principal offices of the Company, and
         shall be deemed to have been given and delivered only upon actual
         receipt thereof at such location.

3.12     ACCELERATION OF PAYMENT

         Notwithstanding any other provision of the Plan to the contrary, the
         Company shall make payments hereunder to a Retiree or Beneficiary
         before such payments are otherwise due if the Committee determines,
         based on a change in the tax or revenue laws of the United States of
         America, a published ruling or similar announcement issued by the
         Internal Revenue Service, a regulation issued by the Secretary of the
         Treasury or his delegate, a decision by a court of competent
         jurisdiction involving an Eligible Employee, Retiree or Beneficiary, or
         a closing agreement made under Code Section 7121 that is approved by
         the Internal Revenue Service and involves an Eligible Employee, Retiree
         or Beneficiary, that an Eligible Employee, Retiree or Beneficiary has
         recognized or will recognize income for federal income tax purposes
         with respect to amounts that are or will be payable to him under the
         Plan before they are paid to him. In such cases, any such Retiree or
         Beneficiary so affected shall receive the remaining Benefit payments
         payable to him and, where appropriate, his Beneficiary in one single
         payment of Actuarial Equivalent value to such remaining payments. Upon
         receipt of such accelerated payment the provisions of Section 2.10
         shall apply to any Beneficiary of such Retiree.

3.13     CONSTRUCTION

         (a)      The Plan is intended to constitute an unfunded deferred
                  compensation arrangement for a select group of management or
                  highly compensated employees and therefore exempt from the
                  requirements of Sections 201, 301 and 401 of ERISA. All rights
                  hereunder shall be governed by and construed in accordance
                  with the laws of the State of Tennessee (without reference to
                  principles of conflicts of law) and, except to the extent
                  otherwise herein provided, in accordance with the provisions
                  of the Retirement Plan.

         (b)      The masculine pronoun shall mean the feminine wherever
                  appropriate.

         (c)      The captions preceding the sections and articles hereof have
                  been inserted solely as a matter of convenience and in no way
                  define or limit the scope or intent of any provisions of the
                  Plan.

3.14     INSURANCE PRODUCTS

         The Company may require each Eligible Employee to assist it in
         obtaining life insurance policies on the lives of each Eligible
         Employee, which policies would be owned by, and be payable to, the
         Company. The Eligible Employee may be required to complete an
         application for life insurance, furnish underwriting information
         including medical examinations by a life insurance company-approved
         examiner, and authorize release of medical history to the life
         insurance company's underwriter, as designated by the Company. An
         Eligible Employee shall have no right or interest in such policies or
         the proceeds thereof.

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3.15     NATURE OF OBLIGATION

         No Eligible Employee, Retiree or Beneficiary shall have any interest in
         any specific asset of the Company or any Affiliated Company as a result
         of the Plan. Nothing contained herein shall be deemed to create a trust
         of any kind or any fiduciary relationship between the Company (or any
         Affiliated Company) and any Eligible Employee, Retiree or Beneficiary.
         Any right to receive any Benefit under the Plan shall only be the right
         of a general unsecured creditor.

3.16     LEGAL FEES

         In the event that any claim by an Eligible Employee for payment of any
         benefit under the Plan is disputed by the Company or the trustee of any
         "rabbi" trust created in connection therewith, or any other dispute in
         respect of the Plan or any such trust arises between any Eligible
         Employee, the Company and/or such trustee, any such Eligible Employee
         shall be promptly reimbursed for all reasonable attorney fees and
         expenses, after satisfaction by the Eligible Employee of a lifetime
         deductible equal to $25,000, incurred by any such Eligible Employee (i)
         in pursuing any such claim, or (ii) in connection with any such other
         dispute.

            ARTICLE 4. AMENDMENT, TERMINATION, OR PARTICIPANT REMOVAL

The Board of Directors reserves the right to modify or to amend, in whole or in
part, or to terminate this Plan at any time. However, no modification, amendment
or termination of the Plan shall reduce the Benefit being paid to a Retiree as
of the date of any such amendment or termination. In respect of any Eligible
Employee, no modification or amendment shall adversely affect such Eligible
Employee, unless such Eligible Employee consents to such modification or
amendment in writing, and, if the Plan is terminated by the Company, each
Eligible Employee shall be entitled to a Benefit calculated under Article 2
above, based on such Eligible Employee's service and compensation to the date of
such plan termination.

An Eligible Employee who has not completed 5 or more years of Credited Service
and reached his Early Retirement Date, may be removed as a participant from the
Plan by the Committee if he terminates employment with the Company or his
position changes so that he is no longer considered a member of senior
management. In such case, the former Eligible Employee shall have no rights to
any Benefit under the Plan, but rather such former Eligible Employee shall only
have those rights that are available to such former Eligible Employee under the
Company's other benefit plans.


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<PAGE>

         IN WITNESS WHEREOF, THOMAS & BETTS CORPORATION has caused this Plan, as
amended, to be duly executed this 4th day of February, 2004.


Attest:                             THOMAS & BETTS CORPORATION


----------------------------------- By: ----------------------------------------
Name:  Penelope Y. Turnbow              Name:  Connie C. Muscarella
Title: Assistant Secretary              Title: Vice President, Human Resources
                                               and Administration

(Corporate Seal)


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