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                                                                   EXHIBIT 10.19

                           THOMAS & BETTS CORPORATION

                 NONEMPLOYEE DIRECTORS EQUITY COMPENSATION PLAN


1. PURPOSE

         The purpose of the Thomas & Betts Corporation Nonemployee Directors
Equity Compensation Plan (the "Plan") is to aid the Company and its subsidiaries
in securing and retaining nonemployee directors of outstanding ability and to
motivate them to exert their best efforts to achieve the long-term goals of the
Company. The Company believes that the ownership or increased ownership of the
Company's Common Stock by nonemployee directors will further align their
interests with those of the Company's other shareholders and will promote the
long-term success of the Company.

2. DEFINITIONS

         Unless the context clearly indicates otherwise, for purposes of the
Plan, the following terms shall have the respective meanings indicated below:

         "ACCOUNT" means a Stock Account.

         "AWARD" means an award granted under the Plan, which may be in the form
of Restricted Shares, Common Stock, Stock Credits or a Stock Option.

         "BOARD OF DIRECTORS" means the Board of Directors of the Company.

         "BOARD YEAR" means a year beginning with the day on which the annual
meeting of the shareholders of the Company (the "Shareholders' Meeting") is
held, and ending on the day prior to the annual Shareholders' Meeting in the
next calendar year.

         "BUSINESS DAY" means a day except for a Saturday, Sunday or a legal
holiday.

         "CODE" means the Internal Revenue Code of 1986, as amended. A reference
to any provision of the Code shall include reference to any successor provision
of the Code.

         "COMMON STOCK" means the common stock, par value $0.10 per share, of
the Company.

         "COMMON STOCK AWARD" means a grant of Common Stock under the Plan.

         "COMPANY" means Thomas & Betts Corporation, a Tennessee corporation.

         "COMPENSATION" means retainer fees for service on, and fees for
attendance at meetings of, the Board and any committees thereof, which are
payable to a Participant during a Plan Year.

         "ELECTIVE STOCK ACCOUNT" means a bookkeeping account, which reflects
the Compensation deferred by a Participant pursuant to Section 15.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended. A
reference to any provision of the Exchange Act or rule promulgated under the
Exchange Act shall include reference to any successor provision or rule.


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         "FAIR MARKET VALUE" means the average of the high and the low sales
prices of the Common Stock as reported on the New York Stock Exchange. In the
event that such method for determining Fair Market Value is not practicable,
then the Committee shall determine the Fair Market Value of the Common Stock in
such manner as it deems appropriate.

         "NONELECTIVE STOCK ACCOUNT" means a bookkeeping account which reflects
the deferred fees credited pursuant to Section 16.

         "NON-QUALIFIED OPTION" means a Stock Option that is not an incentive
stock option under the Code.

         "PARTICIPANT" means any individual who is elected a director of the
Company and who is not an employee of the Company or any of its subsidiaries or
affiliates, unless otherwise determined by the Committee.

         "PLAN YEAR" means the calendar year.

         "RESTRICTED SHARES" means shares of Common Stock granted under the Plan
that are subject to certain restrictions as provided in Section 8.

         "RESTRICTED STOCK AWARD" means a grant of Restricted Shares under the
Plan.

         "SECTION 16(b)" means Section 16(b) of the Exchange Act.

         "STOCK ACCOUNT" means an Elective Stock Account or a Nonelective Stock
Account.

         "STOCK CREDIT" means a credit to a Stock Account, calculated pursuant
to Sections 15 or 16.

         "STOCK OPTION" is a right granted under the Plan to purchase a
specified number of shares of Common Stock at a specified price.

3. TERM OF THE PLAN

         The Plan shall be effective as of the date on which it is approved by
the Company's shareholders. Unless the Plan is earlier terminated in accordance
with the provisions hereof, no Award shall be granted under the Plan after May
5, 2014. Termination of the Plan shall have no effect on outstanding Stock
Options, restrictions on Restricted Shares or amounts credited to an Account
prior to the date of such termination.

4. ADMINISTRATION OF THE PLAN

         (a) The Committee. The Plan shall be administered by those members, not
less than two, of the Nominating and Governance Committee of the Board of
Directors, each of whom qualifies as a "non-employee director" as defined in
Section 16(b) (the "Committee").

         (b) Authority of the Committee.

                  (1)      Subject to the provisions of the Plan, the Committee
                           shall have sole and complete authority and discretion
                           to: (i) make Awards; (ii) determine the types of
                           Awards and the number of shares of Common Stock
                           covered by Awards; (iii) establish the terms,
                           conditions, restrictions and other


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                           provisions of Awards; and (iv) amend, modify, cancel
                           or suspend Awards. Notwithstanding any other
                           provision of this Section 4(b) or Section 7(b), the
                           Committee's discretion with respect to Elective Stock
                           Credits and Accounts shall be limited so as not to
                           cause such Awards to fail to be formula-type awards
                           for purposes of Section 16(b)

                  (2)      The Committee shall have sole and complete authority
                           and discretion to interpret the Plan and all
                           agreements and other documents and instruments
                           relating to Awards, to adopt, amend and rescind rules
                           for the administration of the Plan and to make such
                           other determinations and take such other actions that
                           it deems necessary or advisable for the effective
                           administration of the Plan.

                  (3)      All decisions of the Committee relating to the Plan
                           or any Award shall be final, conclusive and binding
                           on all persons. Committee decisions shall be made by
                           a majority of its members present at any meeting at
                           which a quorum is present. Any decision reduced to
                           writing and signed by all of the members of the
                           Committee shall be as fully effective as if it had
                           been made at a meeting duly held.

         (c) Limitation of Liability. Neither the Board of Directors nor the
Committee, nor any member of either, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection
with the Plan or any Award. Each member of the Committee, while serving as such,
shall be deemed to be acting in his or her capacity as a director of the
Company.

5. TYPES OF AWARDS

         The Committee may award shares of Common Stock, Stock Options and
Restricted Shares under and subject to the provisions of the Plan.


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6. STOCK SUBJECT TO THE PLAN

         (a) Restricted Shares. The maximum number of shares of Common Stock
available to be issued under the Plan pursuant to Restricted Stock Awards is
100,000 shares (subject to adjustment as provided in Section 12).

         (b) Stock Options. The maximum number of shares of Common Stock that
may be optioned and sold under the Plan pursuant to Stock Options is 750,000
shares (subject to adjustment as provided in Section 12).

         (c) Common Stock. The maximum number of shares of Common Stock
available to be issued under the Plan pursuant to Common Stock Awards is 100,000
shares (subject to adjustment as provided in Section 12).

         (d) Stock Credits. The maximum number of shares of Common Stock
available to be issued under the Plan pursuant to Stock Credits is 750,000
shares (subject to adjustment as provided in Section 12).

         (e) Restoration of Shares. To the extent any shares of Common Stock
covered by an Award are forfeited, not issued or cease to be issuable for any
reason, including, without limitation, because the Award is terminated, canceled
or expires in whole or in part unexercised, then such shares of Common Stock may
again be used for further Awards under the Plan.

         (f) Source of Stock. Shares of Common Stock issued under the Plan may
consist, in whole or in part, of authorized but unissued shares. No fractional
shares of Common Stock shall be issued under the Plan.

7. ELIGIBILITY AND PARTICIPATION IN THE PLAN

         (a) Eligible Recipients. Unless otherwise determined by the Committee,
any person who is elected a director of the Company and is not an employee of
the Company, or any subsidiary or affiliate of the Company is eligible to
participate in the Plan.

         (b) Grant of Awards. Except as provided in Section 15 and Section 16,
the Committee shall, in its sole and complete discretion and subject to the
provisions of the Plan, (1) determine the type of Award to be granted and (2)
determine and establish the terms, provisions, conditions and restrictions of
each Award, including the number of shares of Common Stock subject to the Award.
Subject to the provisions of the Plan, Awards may be granted singly or in
combination with other Awards or in combination with, in replacement of, as
alternatives to or as the payment form for grants or rights under any other
compensation plan, contract or agreement of the Company or any subsidiary.

         (c) No Right to Receive Award. No nonemployee director shall have any
right to receive an Award or, having received an Award, to receive a future
Award.


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         (d) Rights of Nonemployee Directors.

                  (1)      Neither the Plan nor any Award shall (i) confer upon
                           any nonemployee director any right to continue
                           serving as a director of the Company or be nominated
                           for re-election to the Board, or (ii) limit in any
                           way the right of the shareholders or the Board of the
                           Company to remove a director.

                  (2)      No person shall have any rights or claims under or
                           pursuant to the Plan, except in accordance with the
                           provisions of the Plan.

8. PROVISIONS APPLICABLE TO RESTRICTED STOCK AWARDS

         (a) Terms, Conditions and Restrictions. The Committee shall establish
the terms, conditions, restrictions and other provisions of each Restricted
Stock Award. Shares subject to a Restricted Stock Award shall be restricted
during such period of time and prior to satisfaction of such conditions, if any,
as the Committee shall determine (the "Restriction Period"). Except as provided
in 8(f) below or otherwise determined by the Committee, the Participant must
remain a director of the Company during the Restriction Period or otherwise
forfeit all rights, title and interest in and to the Restricted Stock.

         (b) Agreements; Stock Legend. Each Restricted Stock Award will be
evidenced by a written or electronic agreement, in such form as may be specified
by the Committee, issued by the Company and setting forth the terms, conditions,
restrictions and other provisions of such Award. As a condition to receiving a
Restricted Stock Award, each proposed recipient must execute and deliver such
agreement to the Company. Certificates for Restricted Shares may, if the
Committee so determines, bear a legend referring to the restrictions and the
instruments to which such shares are subject.

         (c) Rights with Respect to Shares. A Participant who receives a
Restricted Stock Award shall have all rights of ownership with respect to such
underlying shares of Common Stock, including the right to vote such shares and
to receive any dividends paid thereon, subject, however, to the provisions of
the Plan, the agreement relating to the Restricted Stock Award and any legend on
the certificate for such shares. Until such time as any restrictions imposed
pursuant to Section 8(a) on any Restricted Shares shall terminate, the Company
or its designee will hold the certificate(s) for such Restricted Shares in
escrow on such Participant's behalf.

         (d) Transferability Restriction. Shares of Common Stock subject to a
Restricted Stock Award may not be sold, pledged, assigned, exchanged,
encumbered, hypothecated, transferred or disposed of in any manner during the
Restriction Period applicable thereto.

         (e) Additional Shares Received With Respect to Restricted Shares. Any
shares of Common Stock or other securities of the Company received by a
Participant as a stock dividend on, or in connection with a stock split or
combination, share exchange, reorganization, recapitalization, merger,
consolidation or otherwise with respect to, shares of Common Stock received as a
Restricted Stock Award shall have the same status, be subject to the same
restrictions and bear the same legend, if any, as the shares received pursuant
to the Restricted Stock Award.


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         (f) Lapse of Restrictions. Unless otherwise determined by the
Committee, any restrictions imposed pursuant to Section 8(a) on Restricted
Shares shall terminate with respect to such shares on the earliest to occur of
the following:

                  (1)      the expiration of the Restriction Period (including
                           pursuant to Section 13(b)(1) below);

                  (2)      the Participant's retirement from the Board in
                           accordance with the Board's retirement policy;

                  (3)      the Participant's permanent disability (or six months
                           after the date of the Award, if later); or

                  (4)      the Participant's death.

Upon the termination of such restrictions, the certificates for such shares of
Common Stock shall be released from escrow and delivered to the Participant or,
in the event of the Participant's death, the Participant's personal
representative and any legend on such certificates shall be removed.

9. PROVISIONS APPLICABLE TO STOCK OPTIONS

         (a) Limit on Awards. No Participant shall receive Stock Options for
more than 15,000 shares of Common Stock (subject to adjustment as provided in
Section 12) during any Board Year.

         (b) Agreements. Each Stock Option will be evidenced by a written or
electronic agreement, in such form as may be specified by the Committee, issued
by the Company and setting forth the terms, conditions and other provisions of
the Stock Option, including the number of shares of Common Stock covered by the
Stock Option, the exercise price per share, the term of the Stock Option and the
vesting schedule. A Participant may not exercise a Stock Option until he or she
executes and delivers such agreement to the Company.

         (c) Terms and Conditions. All Stock Options shall be subject to the
following terms and conditions and to such other terms and conditions consistent
with the terms of the Plan as the Committee shall determine:

         (1)      Option Price. The exercise price per share shall be determined
                  by the Committee, but shall not be less than 100% of the Fair
                  Market Value of the Common Stock on the date of grant.

         (2)      Time of Exercise of Option. Each Stock Option shall be
                  exercisable during and over such period, ending not later than
                  ten years from the grant date, as determined by the Committee.
                  Unless otherwise determined by the Committee, no Stock Option
                  shall be exercisable prior to the first anniversary of the
                  grant date, except as provided in Sections 9(c)(4) and
                  13(b)(2) below.

         (3)      Method of Exercise and Payment. Each Stock Option may be
                  exercised by giving notice to the Company (or a designated
                  broker) in a form acceptable to the Company, specifying the
                  number of shares to be purchased and, in the case of


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                  exercise through the Company, accompanied by payment in full
                  (including applicable taxes, if any) in cash therefore. No
                  Stock Option shall be exercised for less than the lesser of 50
                  shares or the full number of shares for which the Stock Option
                  is then exercisable. No Participant shall have any rights to
                  dividends or other rights of a shareholder with respect to
                  shares subject to his or her Stock Option until he or she has
                  paid in full for such shares and a stock certificate has been
                  issued to him or her for such shares.

         (4)      Rights After Termination of Directorship.

                  (i)      Retirement. Unless otherwise determined by the
                           Committee, if a Participant's directorship terminates
                           by reason of his or her retirement in accordance with
                           the Board's retirement policy, the Participant's
                           Stock Option may thereafter be exercised in full
                           (except that no Stock Option may be exercised less
                           than six months from the grant date) for the stated
                           period of the Stock Option, provided, however, that
                           if the Participant dies, any unexercised Stock
                           Option, to the extent to which it was exercisable at
                           the time of the Participant's death, may thereafter
                           be exercised by the legal representative of the
                           estate or by the legatee of the Stock Option under
                           the last will for a period of 12 months from the date
                           of the Participant's death or the expiration of the
                           stated period of the Stock Option, whichever period
                           is the shorter.

                  (ii)     Disability. Unless otherwise determined by the
                           Committee, if a Participant's directorship terminates
                           by reason of permanent disability (as defined in
                           Section 22(e)(3) of the Code), the Participant's
                           Stock Option may thereafter be exercised in full
                           (except that no Stock Option may be exercised less
                           than six months from the grant date) for the stated
                           period of the Stock Option; provided, however, that
                           if the Participant dies after such termination, any
                           outstanding Stock Option may thereafter be exercised
                           by the legal representative of the estate or by the
                           legatee of the Stock Option under the last will for a
                           period of 12 months from the date of the
                           Participant's death or the expiration of the stated
                           period of the Stock Option, whichever period is the
                           shorter.

                  (iii)    Death. Unless otherwise determined by the Committee,
                           if a Participant's directorship terminates by reason
                           of the Participant's death, the Participant's Stock
                           Option may thereafter be exercised in full by the
                           legal representative of the estate or by the legatee
                           of the Stock Option under the last will for a period
                           of 12 months from the date of the Participant's death
                           or the expiration of the stated period of the Stock
                           Option, whichever period is the shorter.

                  (iv)     Other. Unless otherwise determined by the Committee,
                           if a Participant's directorship terminates for any
                           reason other than death, retirement or permanent
                           disability (as described above), the Participant's
                           Stock Option may thereafter be exercised, to the
                           extent exercisable on the date of such termination,
                           for a period of 60 days from the date of such


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                           termination or the expiration of the stated period of
                           the Stock Option, whichever period is the shorter.

         (d) Transferability Restriction. Unless otherwise determined by the
Committee, a Stock Option by its terms shall be personal and may not be sold,
pledged, assigned, exchanged, encumbered, hypothecated, transferred or disposed
of in any manner by the Participant other than by will or by the laws of descent
and distribution. During a Participant's lifetime, only the Participant or a
duly appointed legal representative may exercise the Stock Option, unless
otherwise determined by the Committee.

         (f) Repricing Prohibited. Neither the Committee nor the Company shall
"reprice" outstanding Stock Options for any reason. For purposes of the Plan, a
"repricing" means lowering the exercise price per share of an outstanding Stock
Option or any other action that has the same effect or is treated as a repricing
under generally accepted accounting principles and includes, without limitation,
a tandem cancellation of a Stock Option at a time when its exercise price per
share exceeds the fair market value of the underlying Common Stock and exchange
for another option or other equity security (unless such cancellation and
exchange occurs in connection with a merger, acquisition, spin-off or other
similar corporate transaction).

         (g) Use of Proceeds. Proceeds received by the Company pursuant to the
exercise of Stock Options shall constitute general funds of the Company.

10. COMPLIANCE WITH APPLICABLE LAWS; INVESTMENT REPRESENTATION

         Notwithstanding any other provision of the Plan or any agreement
relating to a particular Award, the Company shall have no obligation to issue
any shares of Common Stock under the Plan unless such issuance would comply with
all applicable laws and the applicable requirements of any securities exchange
or similar entity. Prior to the issuance of any shares of Common Stock under the
Plan, the Company may require a written statement that the Participant is
acquiring such shares for his or her own account for investment and not for the
purpose or with the intention of distributing the shares or any part thereof.
The certificates representing shares of Common Stock issued under the Plan may
bear such legend or legends as the Committee deems appropriate in order to
assure compliance with applicable securities laws and regulations and to reflect
any restrictions on transfers.


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11. PROHIBITION ON LOANS

         The Company shall not loan funds to any Participant for the purpose of
paying the exercise price associated with any Stock Option or for the purpose of
paying any taxes associated with the issuance, exercising or vesting of any
Award.

12. CHANGES IN CAPITALIZATION

         If the event of any stock dividend, stock split, share combination,
spin-off, exchange or reclassification, recapitalization, merger, consolidation
or other corporate reorganization affecting the Common Stock, (a) the number and
kind of shares that have been issued and that may thereafter be issued under the
Plan (as limited by Sections 6(a)-(d) and 9(a)), (b) the exercise prices and the
number and kind of shares subject to outstanding Stock Options and (c) such
other terms of Stock Options as the Committee deems appropriate, shall be
appropriately and equitably adjusted by the Committee in its sole and complete
discretion. The number and kind of shares underlying Restricted Stock Awards
still subject to a Restriction Period shall be adjusted in the same manner as
issued shares of Common Stock not subject to a Restriction Period.

         If at any time the number of outstanding shares of Common Stock shall
be increased as the result of any stock dividend, stock split, subdivision or
reclassification of shares, the number of Stock Credits with which each Stock
Account of a Participant is credited shall be increased in the same proportion
as the outstanding number of shares of Common Stock is increased. If the number
of outstanding shares of Common Stock shall at any time be decreased as the
result of any combination, reverse stock split or reclassification of shares,
the number of Stock Credits with which each Stock Account of a Participant is
credited shall be decreased in the same proportion as the outstanding number of
shares of Common Stock is decreased. In the event the Company shall at any time
be consolidated with or merged into any other corporation and holders of shares
of Common Stock receive shares of the capital stock of the resulting or
surviving corporation (or any consideration other than shares of capital stock),
there shall be credited to each Stock Account of a Participant, in place of the
Stock Credits then credited thereto, new Stock Credits in an amount equal to the
product of the number of shares of capital stock (or consideration other than
shares of capital stock) exchanged for one share of Common Stock upon such
consolidation or merger and the number of Stock Credits with which such Account
then is credited.

13. CHANGE OF CONTROL

         (a) Definition. For the purpose of the Plan, a "Change of Control"
shall, without limitation, be deemed to have occurred if:

                  (1)      A third person, including a "group" as such term is
                           used in Section 13(d)(3) of the Exchange Act, becomes
                           the beneficial owner, directly or indirectly, of 25%
                           or more of the combined voting power of the Company's
                           outstanding voting securities ordinarily having the
                           right to vote for the election of directors of the
                           Company;

                  (2)      Individuals who were members of the Board of
                           Directors immediately prior to the execution of an
                           agreement providing for a transaction listed in


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                           (3) below cease for any reason to constitute at least
                           a majority of the Board, provided that any person
                           becoming a director subsequent to the date of such
                           agreement whose election, or nomination for election
                           by the Company's shareholders, was approved by a vote
                           of at least three-quarters of the directors
                           comprising the Board as of such date (other than an
                           election or nomination of an individual whose initial
                           assumption of office is in connection with an actual
                           or threatened election contest relating to the
                           election of directors of the Company) shall be
                           considered as though such person were a member of the
                           Board as of such date;

                  (3)      The consummation of (i) any consolidation, share
                           exchange, merger or amalgamation of the Company as a
                           result of which the individuals and entities who were
                           the respective beneficial owners of the outstanding
                           common stock of the Company and the voting securities
                           of the Company immediately prior to such
                           consolidation, share exchange, merger or amalgamation
                           do not beneficially own, immediately after such
                           consolidation, share exchange, merger or
                           amalgamation, directly or indirectly, 50% or more,
                           respectively, of the common stock and combined voting
                           power of the voting securities entitled to vote of
                           the company resulting from such consolidation, share
                           exchange, merger or amalgamation; or (ii) any sale,
                           lease, exchange or other transfer (in one transaction
                           or a series of related transactions) of all or
                           substantially all the assets or earning power of the
                           Company; or

                  (4)      The approval by the shareholders of a plan of
                           complete liquidation or dissolution of the Company.

         (b) Effect of Change of Control. Notwithstanding any other provision of
the Plan, upon a Change of Control:

                  (1)      Restricted Shares. In the event of a Change of
                           Control, the Restriction Periods with respect to all
                           outstanding Restricted Shares shall immediately
                           lapse.

                  (2)      Stock Options. In the event of a Change of Control,
                           all outstanding Stock Options shall become fully
                           vested and immediately exercisable. The surviving or
                           successor corporation (if any) shall assume each
                           outstanding Stock Option or substitute a new stock
                           option for each outstanding Stock Option; provided,
                           however, that the Committee may terminate all or a
                           portion of outstanding Stock Options, effective
                           immediately after the Change of Control, if it
                           determines that such termination is in the best
                           interest of the Company. If the Committee decides so
                           to terminate outstanding Stock Options, the Committee
                           shall give each Participant holding a Stock Option to
                           be terminated not less than seven days' notice prior
                           to any such termination.


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14. CANCELLATION OF OUTSTANDING OPTIONS

         If the Committee determines that application of an accounting standard
in compliance with any statement issued by the Financial Accounting Standards
Board concerning the treatment of Stock Options would have a significant adverse
effect on the Company's financial statements because of the fact that Stock
Options granted before the issuance of such statement are subject to new
accounting rules, then the Committee in its absolute discretion may cancel and
revoke all outstanding Stock Options to which such adverse effect is attributed
and the holders of such Stock Options shall have no further rights in respect
thereof. Such cancellation and revocation shall be effective upon written notice
by the Committee to the holders of such Stock Options.

15. ELECTIVE FEE DEFERRALS

         (a) Election to Participate.

         Each Participant, and each first-time nominee for director who is not
an employee of the Company or any of its subsidiaries or affiliates, may elect
to defer payment of all or any portion of his or her Compensation that is
payable during any Plan Year. Such election must be made prior to the date that
services are rendered in the Plan Year in which such Compensation otherwise
would be paid.

         An election to defer any Compensation shall be: (i) in writing; (ii)
delivered to the Committee or to the Secretary of the Company; and (iii)
irrevocable with respect to the amount of Compensation to be deferred in a
current Plan Year. If a director does not elect to defer Compensation payable to
him or her during a Plan Year, all such Compensation shall be paid directly to
such director in accordance with resolutions adopted by the Board from time to
time.

         (b) Mode of Deferral.

                  (1)      All Compensation subject to a deferral election shall
                           be deferred in to an Elective Stock Account
                           maintained in the name of the Participant. Separate
                           Elective Stock Accounts, shall be established for a
                           Participant for each such Plan Year only to the
                           extent necessary to reflect the Participant's
                           distribution elections under Section 17(a) or
                           beneficiary designations under Section 17(e).

                  (2)      Compensation deferred to an Elective Stock Account
                           shall result in Stock Credits.

         (c) Elective Stock Account. The Elective Stock Account of a Participant
shall be credited, as of the day of the Plan Year on which the deferred
Compensation otherwise would have been payable to such Participant, with Stock
Credits equal to the number of shares of Common Stock (including fractions of a
share) that are equal in value to the amount of such deferred Compensation,
using the Fair Market Value of shares of Common Stock on such day.

                  As of the date any dividend is paid to holders of shares of
Common Stock, such Elective Stock Account shall be credited with additional
Stock Credits equal to the number of shares of Common Stock (including fractions
of a share) that are equal in value, using the Fair Market Value of shares of
Common Stock on the dividend payment date, to the amount which


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would have been paid as dividends on that number of shares (including fractions
of a share) of Common Stock which is equal to the number of Stock Credits
attributed to such Elective Stock Account as of the record date for the dividend
payment. In the case of dividends paid in property other than cash, the amount
of the dividend shall be deemed to be the fair market value of the property at
the time of the payment of the dividend, as determined in good faith by the
Committee.

16. NONELECTIVE FEE DEFERRALS

         (a) Nonelective Stock Credits. The Committee shall determine the number
of Stock Credits, if any, to be credited to a Participant's Nonelective Stock
Account with respect to a Board Year.

         (b) Nonelective Stock Accounts. Separate Nonelective Stock Accounts
shall be established for a Participant for each Plan Year for which he or she is
entitled to Stock Credits under this Section 16 only to the extent necessary to
reflect the Participant's distribution elections under Section 17(a) or
beneficiary designations under Section 17(e). Additional Stock Credits
attributable to dividends on Common Stock shall be credited to the Nonelective
Stock Accounts of Participants in the manner described in Section 15.

17. DISTRIBUTION OF ACCOUNTS.

         (a) Election of Time and Method of Payment.

         Distribution of each Stock Account of a Participant shall commence, in
accordance with the Participant's election, as of (i) one month following such
Participant's termination of service as a director or (ii) January 15 of the
Plan Year following the Plan Year in which the Participant's service as a
director ceases, provided, however, that distribution of an Elective Stock
Account may not commence within six months of the date a deferral election was
made under Section 15 to defer Compensation to such Account. If the date elected
by a Participant for commencement of such distribution is not a Business Day,
such distribution shall commence as of the next succeeding Business Day.

         Distribution of each Stock Account shall be made, in accordance with
the Participant's election with respect to such Account, in a lump sum or in a
number of annual installments (not to exceed 10). If no such election is made,
distribution shall be made in a lump sum. Such payment or payments shall be in
amounts determined pursuant to Section 17, and shall be made as of the date
specified pursuant to Section 17(a), and such date of each succeeding Plan Year
as applicable.

         A Participant's elections pursuant to Section 17(a) must be in writing
and be delivered to the Committee, or the Secretary of the Company, with such
Participant's election to participate in the Plan for the applicable Plan Year.
A Participant may change such election with respect to the time and method of
payment if (i) the distribution of a Stock Account pursuant to such changed
election is approved in advance by the Committee, and (ii) such election change
is in writing and is received by the Committee, or the Secretary of the Company,
at least 15 months before the


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<PAGE>

earlier of (A) the date on which the Participant's service as a director ceases,
or (B) if applicable, any earlier distribution date specified by the Participant
in his or her original election under Section 17(a).

         (b) Distribution in Common Stock.

         Distribution of a Participant's Stock Accounts shall be made in cash or
in Common Stock, as determined by the Committee, except that the value of any
fractional share shall be paid in cash based on the Fair Market Value of the
Common Stock on the date of distribution.

         (c) Installment Amount.

                  The amount of each installment with respect to a Stock Account
of a Participant shall be the number of whole and fractional shares of Common
Stock that is equal to the product of the current number of Stock Credits
attributed to such Stock Account and a fraction, the numerator of which is one
and the denominator of which is the number of installments yet to be paid.
Distribution shall be made in the manner provided in Section 17(a).

         (d) Severe Financial Hardship. Notwithstanding any other Section of the
Plan, at the written request of a Participant or a Participant's legal
representative, the Committee, in its sole discretion upon a finding that
continued deferral will result in severe financial hardship to the Participant,
may authorize (i) the payment of all or a part of a Participant's Stock
Account(s) in a single installment prior to the distribution commencement
date(s) for such Account(s) elected by the Participant pursuant to Section 17,
or (ii) the acceleration of payment of any multiple installments thereof.

         (e) Distribution Upon Death. Notwithstanding any other provision of
this Plan, upon the death of a Participant, the Committee shall distribute all
of such Participant's Accounts in a single installment to such person or persons
or the survivors thereof, including corporations, unincorporated associations or
trusts, as the Participant may have designated. All such designations shall be
made in writing and delivered to the Committee. A Participant may from time to
time revoke or change any such designation by written notice to the Committee.
If there is no designation on file with the Committee at the time of the
Participant's death, or if the person or persons designated therein shall have
all predeceased the Participant or otherwise ceased to exist, or if there is a
dispute among designees of a Participant, such distributions shall be made to
the executor or administrator of the Participant's estate. Any distribution
under this Section 17(e) shall be made as soon as practicable after the
Committee is notified of the Participant's death or is satisfied as to the
identity of the appropriate payee, whichever is later. A Participant's Stock
Account(s) shall be distributed as provided in Section 17.

         (f) Withholding Taxes. The Company shall deduct from all distributions
under the Plan any taxes required to be withheld by federal, state, or local
governments.


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<PAGE>

18. ADMINISTRATION OF DEFERRED COMPENSATION

         (a) Elections, Notices. All elections and notices required to be
provided to the Committee under the Plan must be in such form or forms
prescribed by, and contain such information as is required by, the Committee.

         (b) Funding. All amounts payable under the Plan shall constitute a
general unsecured obligation of the Company. The Board may, however, in the
event of a change of control of the Company or for administrative reasons, fully
fund the Accounts by means of a contribution to the Thomas & Betts Corporation
Agreement and Plans Trust dated May 20, 1988, as amended (the "Rabbi Trust"), or
other "rabbi" trust selected by the Committee.

         (c) Status of Participants. Stock Credits are not, and do not
constitute, shares of Common Stock;. No right as a holder of shares of Common
Stock shall devolve upon a Participant by reason of his or her Account.

         (d) Statement of Accounts. In February of each Plan Year, each
Participant in the Plan during the immediately preceding Plan Year shall receive
a statement of his or her Accounts under the Plan as of December 31 of such
preceding Plan Year. Such statement shall be in a form and contain such
information as is deemed appropriate by the Committee.

19. AMENDMENTS

         The Board of Directors or the Committee may suspend or terminate the
Plan at any time and the Committee may amend or modify the Plan and amend,
modify, cancel or suspend any Award at any time and from time to time; provided,
however, that without the consent of the Participant affected, no such
suspension, termination, cancellation, amendment or modification may materially
impair the rights of any Participant under any Award theretofore granted or
stock credits credited, except as provided in Section 13(b)(2) and Section 14
above. Notwithstanding the foregoing, without the requisite vote of the
Company's shareholders, no such amendment or modification may:

         (a) increase the total number of shares of Common Stock issuable under
the Plan pursuant to Section 6 (except as provided in Section 12);

         (b) expand the type of Awards available under the Plan;

         (c) materially expand the class of persons eligible to receive Awards;

         (d) extend the term of the Plan;

         (e) materially change the method of determining the exercise price per
share of Stock Options;

         (f) re-price an outstanding Stock Option;

         (g) increase the maximum number of shares subject to Stock Options that
may be granted to a Participant (except as provided in Section 12); or

         (h) delete or limit the provisions of Section 9(f) (repricing
prohibition) or Section 11 (loan prohibition).


                                       14
<PAGE>

In addition, any "material revision" of the Plan (within the meaning of the
rules of the New York Stock Exchange) not listed in Sections 19(a)-(h) above
also shall require the requisite vote of the Company's shareholders.

20. NON-ALIENATION OF BENEFITS.

         Except as otherwise determined by the Committee pursuant to Section
9(d), no benefit under the Plan shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any
attempt to do so shall be void. No such benefit, prior to receipt thereof
pursuant to the provisions of the Plan, shall be in any manner liable for or
subject to the debts, contracts, liabilities, engagements or torts of the
Participant.

21. SUCCESSORS AND HEIRS.

         The Plan and any properly executed elections hereunder shall be binding
upon the Company and Participants, and upon any assignee or successor in
interest to the Company and upon the heirs, legal representatives and
beneficiaries of any Participant.

22. LIMITATION ON BENEFIT.

         No single Participant may acquire under the Plan more than 1% of the
shares of Common Stock outstanding as of May 5, 2004.

23. GOVERNING LAW

         The Plan shall be construed, administered and enforced according to the
laws of the State of Tennessee (without regard to principles of conflicts of
laws) except to the extent such laws are preempted by federal law.


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