TERMINATION PROTECTION AGREEMENT



    

    
      WHEREAS, Thomas & Betts Corporation (the “Company”) and William E.
      Weaver, Jr. (the “Executive”) desire to enter into a Termination
      Protection Agreement (the “Agreement”) effective December 3, 2008; and
    

    
      WHEREAS, the Company believes that its best interests are served if
      Executive is encouraged to remain with the Company and the Company has
      determined that Executive’s ability to perform Executive’s
      responsibilities and utilize Executive’s talents for the benefit of the
      Company, and the Company’s ability to retain Executive as an employee,
      will be significantly enhanced if Executive is provided with fair and
      reasonable protection from the risks associated with a change in
      ownership or control of the Company; and
    

    
      WHEREAS, the Board has approved the terms and provisions of this
      Agreement at its meeting on December 3, 2008;
    

    
      NOW, THEREFORE, the Company and Executive hereby agree as follows:
    

    
      1.  Defined Terms.
    

    
      Unless otherwise indicated herein, capitalized terms used in this
      Agreement which are defined in Schedule A shall have the meanings set
      forth in Schedule A.
    

    
      The Company and Executive both agree that the definition of “Change in
      Control” listed in Schedule A shall be used for Executive in any and all
      plans, programs or agreements in which Executive participates or to
      which Executive is a party in lieu of any similar definition used in
      such plans, programs or agreements.
    

    
      2.  Effective Date; Term.
    

    
      This Agreement shall commence on December 3, 2008 (the “Effective Date”)
      with an original term ending December 31, 2009; provided, however,
      that the term of this Agreement will automatically extend to
      December 31, 2010 and shall automatically be extended for one additional
      year beyond December 31, 2010 and for successive one year periods
      thereafter, unless, not later than January 30 of the third calendar year
      preceding the year in which the term would otherwise automatically
      extend (e.g., 2010 for the 2013 calendar year, 2011 for the 2014
      calendar year, etc.), the Company shall have given written notice to
      Executive that it does not wish to extend this Agreement for an
      additional year, in which event this Agreement shall continue to be
      effective until December 31 of the calendar year immediately preceding
      the calendar year in which the term would have otherwise automatically
      extended; provided, further, that, notwithstanding any
      such notice by the Company not to extend, if a Change in Control occurs
      during the original or any extended term of this Agreement, this
      Agreement shall remain in effect for a period of three (3) years after
      such Change in Control.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      3.  Change in Control Benefits.
    

    
      Executive shall be entitled to the benefits provided under this
      Agreement if a Triggering Event occurs.  In the event that Executive’s
      employment is terminated as a result of death or Disability, Executive
      shall not be entitled to the benefits provided in this Section 3;
      however, Executive and/or Executive’s family shall be entitled to
      receive benefits at least equal to the most favorable benefits provided
      by the Company under its plans, programs and policies relating to death
      and/or disability benefits as in effect at any time during the 90-day
      period immediately preceding the earlier of the Change in Control or the
      Termination Date.
    

    
         (a)  Severance Payment.  The Company
      shall pay Executive the aggregate of the following amounts in one lump
      sum on the Payment Date:
    

    
            (i)  to the extent not paid before the Payment Date in accordance
      with the Company’s ordinary payroll practices, Executive’s earned but
      unpaid base salary through the date of the Triggering Event at the rate
      in effect on the date of such Triggering Event, or if higher, at the
      highest rate in effect at any time within the 90-day period preceding
      the Change in Control;
    

    
            (ii)  to the extent not paid before the Payment Date in accordance
      with the terms of the Company’s bonus plan, any unpaid annual bonus
      payable to Executive in respect of the calendar year ending prior to the
      Triggering Event (but not less than the Average Bonus);
    

    
            (iii)  an amount determined by multiplying the Average Bonus by a
      fraction, the numerator of which is the number of days elapsed in the
      calendar year in which the Triggering Event occurs up to and including
      the date of such Triggering Event and the denominator of which is 365;
    

    
            (iv)  a lump sum amount, in cash, equal to three (3) times
      Executive’s Annual Compensation;
    

    
            (v)  any unpaid earned and/or accrued vacation, and
    

    
            (vi)  interest, for the period beginning on the date of the
      Triggering Event and ending on the Payment Date at a rate equal to one
      hundred twenty (120) percent of the monthly, compounded applicable
      federal rate, as in effect under Section 1274(d) of the Code for the
      month before the month in which the Triggering Event occurs.
    

    
                                    Notwithstanding the foregoing, if the
      unpaid base salary or any portion thereof or the unpaid annual bonus or
      any portion thereof is subject to a deferral election or the bonus is
      subject to Section 409A of the Code, such amount shall be paid in
      accordance with the terms of such election and/or the terms of the plan
      pursuant to which such amount was deferred.
    

    
         (b)  Health Care Coverage.  The
      Company shall provide medical, prescription drug and dental coverage at
      the Company’s expense to Executive and, as applicable, Executive’s
      family members eligible for such coverage until the third anniversary of
      the Termination Date and for 18 months thereafter at Executive’s
      expense.  Executive’s cost shall be determined on the same basis as the
      premium cost is determined for COBRA coverage.  The level of coverage to
      be provided shall be no less than the level of coverage provided
      immediately before the earlier of the Termination Date or the Change in
      Control.  With respect to amounts subject to Section 409A of the Code,
      the Reimbursement and In-Kind Benefit Rule shall apply.  If Executive
      becomes employed by a new employer, the coverages provided by Company
      under this Section 3(b) shall become secondary to those coverages
      provided by Executive’s new employer.
    

    

    

    
      
        

        

      

      
        
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         (c)  Other Welfare Benefits.  The
      Company shall provide disability, group term life and accidental death
      and dismemberment insurance at the Company’s expense to Executive until
      the third anniversary of his Termination Date.  The level of coverage to
      be provided shall be no less than the level of coverage provided
      immediately before the earlier of the Termination Date or the Change in
      Control.  To the extent that any such benefit is subject to Section 409A
      of the Code and to the Delayed Payment Date, Executive shall be
      responsible for the payment of all expenses, including, but not limited
      to, the cost of the premiums for such coverage until the Delayed Payment
      Date.  The Company shall reimburse Executive on the Delayed Payment Date
      for all such costs and expenses incurred prior to such Delayed Payment
      Date, provided proof of payment has been provided and shall
      assume the obligation to pay all future costs and expenses until the
      third anniversary of the Termination Date.  The Reimbursement and
      In-Kind Benefit Rule shall apply to amounts subject to Section 409A of
      the Code.
    

    
         (d)  Full Vesting of All Stock Options
      and Restricted Shares.  Notwithstanding any provision to the
      contrary in the Company’s equity incentive plans (the “Equity Plans”) or
      any award agreement under the Equity Plans, (i) any outstanding,
      unexercisable stock options or unvested restricted shares shall become
      fully exercisable and vested as of the Termination Date and (ii) all
      stock options, whether or not such stock options first become
      exercisable pursuant to this Agreement, shall remain exercisable until
      the earlier of (A) the tenth anniversary of the original date of grant
      or (B) the latest date upon which the option could have expired by its
      original terms under any circumstances; provided, however,
      that this sentence shall not restrict the Company’s ability to adjust or
      settle outstanding stock options pursuant to the terms of the Equity
      Plans, so long as Executive is treated in any such adjustment or
      settlement no less favorably than any other employee of the Company.
    

    
         (e)  Retirement Benefits.  Executive
      shall be entitled to receive retirement benefits in accordance with the
      provisions of the Company’s Executive Retirement Plan.
    

    
         (f)  Outplacement Services.  The
      Company shall pay the reasonable expenses incurred with respect to
      executive outplacement services by any one qualified outplacement agency
      selected by Executive and reasonably satisfactory to the Company from
      the Termination Date until the first anniversary of the Termination Date.
    

    
         (g)  Grantor Trust.  Within ninety
      (90) days following execution of this Agreement, the Company shall
      establish a grantor trust, known as a rabbi trust, which shall provide
      for the Company to make an irrevocable contribution to fully fund the
      cash payments provided for under this Agreement in the event of a Change
      in Control.  Notwithstanding the foregoing, such funding shall not be
      required if it would result in the imposition of additional tax under
      Section 409A(b)(5) of the Code.
    

    

    

    
      
        

        

      

      
        
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      4.  Mitigation.
    

    
      Executive shall not be required to mitigate damages or the amount of any
      payment provided for under this Agreement by seeking other employment or
      otherwise, and compensation earned from such employment or otherwise
      shall not reduce the amounts otherwise payable under this Agreement.  No
      amounts payable under this Agreement shall be subject to reduction or
      offset in respect of any claims which the Company (or any other person
      or entity) may have against Executive.
    

    
      5.  Code Section 4999 Tax Gross-Up.
    

    
         (a)  In the event that any payment or benefit received or to be
      received by Executive pursuant to the terms of this Agreement (the
      “Contract Payments”) or otherwise in connection with Executive’s
      termination of employment or contingent upon a change in ownership or
      control pursuant to any plan or arrangement or other agreement with the
      Company (or any affiliate), (“Other Payments” and, together with the
      Contract Payments, the “Payments”) would be subject to the excise tax
      (the “Excise Tax”) imposed by Section 4999 of the Code, as determined as
      provided below, the Company shall pay to Executive, at the time
      specified in Section 5(b) below, an additional amount (the “Gross-Up
      Payment”) such that the net amount retained by Executive, after
      deduction of the Excise Tax on the Payments and any federal, state and
      local income or other tax and excise tax upon the payment provided for
      by this Section 5(a), and any interest, penalties or additions to tax
      payable by Executive with respect thereto, shall be equal to the total
      value of the Payments at the time such Payments are to be made.  For
      purposes of determining whether any of the Payments will be subject to
      the Excise Tax and the amounts of such Excise Tax, (1) the total amount
      of the Payments shall be treated as “parachute payments” within the
      meaning of Section 280G(b)(2) of the Code, and all “excess parachute
      payments” within the meaning of Section 280G(b)(1) of the Code shall be
      treated as subject to the Excise Tax, except to the extent that, in the
      opinion of independent tax counsel selected by the Company’s independent
      auditors and reasonably acceptable to Executive (“Tax Counsel”), a
      Payment (in whole or in part) does not constitute a “parachute payment”
      within the meaning of Section 280G(b)(2) of the Code, or such “excess
      parachute payments” (in whole or in part) are not subject to the Excise
      Tax, (2) the amount of the Payments that shall be treated as subject to
      the Excise Tax shall be equal to the lesser of (A) the total amount of
      the Payments or (B) the amount of “excess parachute payments” within the
      meaning of Section 280G(b)(1) of the Code (after applying clause (1)
      hereof), and (3) the value of any non-cash benefits or any deferred
      payment or benefit shall be determined by Tax Counsel in accordance with
      the principles of Sections 280G(d)(3) and (4) of the Code.  For purposes
      of this Section 5, any additional tax under Section 409A of the Code
      shall not be taken into account for purposes of determining the amount
      of any payment due to or on behalf of Executive.
    

    
         (b)  The Gross-Up Payments provided for in Section 5(a) hereof shall
      be made upon the earlier of (i) the payment to Executive of any Payment
      or (ii) the imposition upon Executive or payment by Executive of any
      Excise Tax, provided, however, if the Gross-Up Payment is subject to the
      Delayed Payment Date, on the Delayed Payment Date, if later.  In no
      event shall any amount due to Executive under this Section 5 be paid
      later than the end of the Executive’s taxable year following Executive’s
      taxable year in which such taxes are remitted..
    

    

    

    
      
        

        

      

      
        
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         (c)  Executive shall notify the Company in writing of any claim by
      the Internal Revenue Service that, if successful, would require the
      payment by the Company of a Gross-Up Payment.  Such notification shall
      be given as soon as practicable but no later than 10 business days after
      Executive is informed in writing of such claim and shall apprise the
      Company of the nature of such claim and the date on which such claim is
      requested to be paid.  Executive shall not pay such claim prior to the
      expiration of the 30-day period following the date on which Executive
      gives such notice to the Company (or such shorter period ending on the
      date that any payment of taxes with respect to such claim is due).  If
      the Company notifies Executive in writing prior to the expiration of
      such period that it desires to contest such claim, Executive shall:
    

    
            (i)  give the Company any information reasonably requested by the
      Company relating to such claim;
    

    
            (ii)  take such action in connection with contesting such claim as
      the Company shall reasonably request in writing from time to time,
      including, without limitation, accepting legal representation with
      respect to such claim by an attorney reasonably selected by the Company
      and reasonably satisfactory to Executive;
    

    
            (iii)  cooperate with the Company in good faith in order to
      effectively contest such claim; and
    

    
            (iv)  permit the Company to participate in any proceedings
      relating to such claim;
    

    
      provided, however, that the Company shall bear and pay
      directly all costs and expenses (including, but not limited to,
      additional interest and penalties and related legal, consulting or other
      similar fees) incurred in connection with such contest and shall
      indemnify and hold Executive harmless, on an after-tax basis, for any
      Excise Tax or other tax (including interest and penalties with respect
      thereto) imposed as a result of such representation and payment of costs
      and expenses.  All such costs and expenses incurred due to a tax audit
      or litigation addressing the existence of or amount of a tax liability
      under this Section 5 shall be paid by the Company within thirty (30)
      days of the date payment of such expenses is due or if such payment is
      subject to the Delayed Payment Date, on the Delayed Payment Date, if
      later, but in any event not later than (A) December 31 of the year
      following the year in which the taxes are remitted to the taxing
      authority, or (B) where as a result of such audit or litigation no taxes
      are remitted, December 31 of the year following the year in which the
      audit is complete or there is a final and nonappealable settlement or
      other resolution of the litigation.  Any Gross-Up Payment as a result of
      any Excise Tax or other tax (including interest and penalties with
      respect thereto) imposed shall be paid at the time of imposition of such
      Excise Tax or other tax or if such amount is subject to the Delayed
      Payment Date, on the Delayed Payment Date, if later.
    

    
      (d)       The Company shall control all proceedings taken in connection
      with such contest and, at its sole option, may pursue or forego any and
      all administrative appeals, proceedings, hearings and conferences with
      the taxing authority in respect of such claim and may, at its sole
      option, either direct Executive to pay the tax claimed and sue for a
      refund or contest the claim in any permissible manner, and Executive
      agrees to prosecute such contest to a determination before any
      administrative tribunal, in a court of initial jurisdiction and in one
      or more appellate courts, as the Company shall determine; provided,
      however, that if the Company directs Executive to pay such claim
      and sue for a refund, the Company shall reimburse the Executive the
      amount of the claimed tax within five (5) days of remittance of such
      amount to the Internal Revenue Service or, if such reimbursement is
      subject to the Delayed Payment Date, on the Delayed Payment Date, if
      later and shall indemnify and hold Executive harmless, on an after-tax
      basis, from any Excise Tax or other tax (including interest or penalties
      with respect thereto) imposed with respect to such reimbursement and
      such additional amount shall be paid at the time of imposition of such
      Excise Tax or other tax or if such amount is subject to the Delayed
      Payment Date, on the Delayed Payment Date, if later; and provided,
      further, that if Executive is required to extend the statute of
      limitations to enable the Company to contest such claim, Executive may
      limit this extension solely to such contested amount.  The Company’s
      control of the contest shall be limited to issues with respect to which
      a Gross-Up Payment would be payable hereunder and Executive shall be
      entitled to settle or contest, as the case may be, any other issue
      raised by the Internal Revenue Service or any other taxing
      authority.  In addition, no position may be taken nor any final
      resolution be agreed to by the Company without Executive’s consent if
      such position or resolution could reasonably be expected to adversely
      affect Executive (including any other tax position of Executive
      unrelated to the matters covered hereby).
    

    

    

    
      
        

        

      

      
        
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      (e)       As a result of any uncertainty in the application of Section
      4999 of the Code at the time of the initial determination by the Company
      or the Tax Counsel hereunder, it is possible that Gross-Up Payments
      which will not have been made by the Company should have been made
      (“Underpayment”), consistent with the calculations required to be made
      hereunder.  In the event that the Company exhausts its remedies and
      Executive thereafter is required to pay to the Internal Revenue Service
      an additional amount in respect of any Excise Tax, the Company or the
      Tax Counsel shall determine the amount of the Underpayment that has
      occurred and any such Underpayment shall promptly be paid by the Company
      to or for the benefit of Executive, subject, however, to the
      requirements of Section 5(b) regarding time of payment.
    

    
      (f)       If, after the receipt by Executive of the Gross-Up Payment or
      an amount reimbursed by the Company under Section 5(d) in connection
      with the contest of an Excise Tax claim, Executive receives any refund
      with respect to such claim, Executive shall promptly pay to the Company
      the amount of such refund (together with any interest paid or credited
      thereon after taxes applicable thereto).  If after the receipt by
      Executive of an amount reimbursed by the Company in connection with an
      Excise Tax claim, a determination is made that Executive shall not be
      entitled to any refund with respect to such claim and the Company does
      not notify Executive in writing of its intent to contest the denial of
      such refund prior to the expiration of 30 days after such determination,
      such reimbursement shall not be required to be repaid.
    

    
      6.  409A Gross-Up Payment.
    

    
         (a)  Subject to the requirements stated in this Section 6, in the
      event that amounts hereunder become subject to the additional tax and
      interest under Section 409A of the Code (“409A additional tax”) as a
      result of a plan document failure or an operational failure caused
      solely by the action or inaction of the Company (and not at the request
      of Executive), the Company shall pay to Executive an amount equal to
      such 409A additional tax and any additional taxes imposed upon Executive
      due to the Company’s payment of such 409A additional tax (a “409A
      Gross-Up Payment”).  In no event, however, shall any amounts become
      payable under this Section 6 as a result of compensation required to be
      included in gross income by reason of Section 409A(b)(3) of the
      Code.  Subject to the notification requirements set forth in Section
      6(b) in the event the 409A additional tax is not remitted by
      withholding, the 409A Gross-Up Payment shall be paid to Executive within
      five business days of the date such taxes are remitted to the applicable
      taxing authority, or, if the 409A Gross-Up Payment is subject to the
      Delayed Payment Date, on the Delayed Payment Date, if later.   In no
      event shall any amount due to Executive under this Section 6 be paid
      later than the end of Executive’s taxable year following Executive’s
      taxable year in which such taxes are remitted.
    

    

    

    
      
        

        

      

      
        
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         (b)  Executive shall notify the Company in writing of any claim by
      the Internal Revenue Service that, if successful, would require the
      payment by the Company of the 409A Gross-Up Payment.  Such notification
      shall be given as soon as practicable but no later than (10) ten
      business days after Executive is informed in writing of such claim and
      shall apprise the Company of the nature of such claim and the date on
      which such claim is requested to be paid.  Executive shall not pay such
      claim prior to the expiration of the 30-day period following the date on
      which he gives such notice to the Company (or such shorter period ending
      on the date that any payment of taxes with respect to such claim is
      due).  If the Company notifies Executive in writing prior to the
      expiration of such period that it desires to contest such claim, or if
      the Company notifies Executive at the time of payment of the 409A
      Gross-Up Payment under Section 6(a) that it desires to contest the
      application of the 409A additional tax (in either case, a “claim”),
      Executive shall (i) give the Company any information reasonably
      requested by the Company relating to such claim, (ii) take such action
      in connection with contesting such claim as the Company shall reasonably
      request in writing from time to time, including ,without limitation,
      accepting legal representation with respect to such claim by an attorney
      reasonably selected by the Company, (iii) cooperate with the Company in
      good faith in order effectively to contest such claim, and (iv) permit
      the Company to participate in any proceeding relating to such claim; provided,
      however, that the Company shall bear and pay directly all costs
      and expenses (including additional interest and penalties) incurred in
      connection with such contest and shall indemnify and hold Executive
      harmless, on an after-tax basis, for any income tax (including interest
      and penalties with respect thereto) imposed as a result of such
      representation and payment of costs and expenses.  All such costs and
      expenses incurred due to a tax audit or litigation addressing the
      existence of or amount of a tax liability under this Section 6 shall be
      paid by the Company within thirty (30) days of the date payment of such
      expenses is due or, if such payment is subject to the Delayed Payment
      Date, on the Delayed Payment Date, if later, but in any event not later
      than (A) December 31 of the year following the year in which the taxes
      are remitted to the taxing authority, or (B) where as a result of such
      audit or litigation no taxes are remitted, December 31 of the year
      following the year in which the audit is complete or there is a final
      and nonappealable settlement or other resolution of the
      litigation.  Without limitation on the foregoing provisions of this
      Section 6(b), the Company shall control all proceedings taken in
      connection with such contest and, at its sole option, may pursue or
      forego any and all administrative appeals, proceedings, hearings and
      conferences with the taxing authority in respect of such claim, and
      Executive shall prosecute such contest to a determination before any
      administrative tribunal, in a court of initial jurisdiction and in one
      or more appellate courts, as the Company shall determine; provided,
      however, that any extension of the statute of limitations
      relating to payment of taxes for the taxable year of Executive with
      respect to which such contested amount is claimed to be due is limited
      solely to such contested amount.  Furthermore, the Company’s control of
      the contest shall be limited to issues with respect to which a 409A
      Gross-Up Payment would be payable hereunder, and Executive shall be
      entitled to settle or contest, as the case may be, any other issue
      raised by the Internal Revenue Service or any other taxing authority.
    

    

    

    
      
        

        

      

      
        
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         (c)  If Executive becomes entitled to receive one or more refunds of
      all or any part of the 409A additional tax with respect to which a 409A
      Gross-Up Payment was made, Executive shall pay the refund to the Company
      within five business days of the receipt of any such refund.
    

    
      7.  Employment Status; No Effect Prior to Change in
      Control; Termination for Cause.
    

    
         (a)  Executive and the Company acknowledge and agree that prior to a
      Change in Control, Executive’s employment is “at will” and may be
      terminated at any time, by the Company with or without Cause or by
      Executive with or without Good Reason, subject to applicable law.  In
      the event Executive’s employment is terminated for any reason prior to a
      Change in Control, other than an Anticipatory Termination Triggering
      Event, Executive shall have no rights to any payments or benefits under
      this Agreement and after any such termination, this Agreement shall be
      of no further force or effect.
    

    
         (b)  In the event Executive is terminated for Cause following a
      Change in Control, Executive shall have no rights to any payments or
      benefits under this Agreement.
    

    
      8.  Indemnification; Director’s and Officer’s Liability
      Insurance.
    

    
      Until the sixth anniversary of the Termination Date and for so long
      thereafter as any claim for indemnification asserted on or prior to such
      date has not been fully adjudicated (the “Indemnification Period”), the
      Company shall indemnify, defend, and hold harmless Executive against all
      losses, damages, costs, expenses (including attorneys’ fees) or
      liabilities (including attorneys’ fees) with respect to bona fide claims
      regarding actions or omissions or alleged actions or omissions arising
      out of or relating to performance by Executive of services for, or in
      the capacity of Executive as director, officer or employee of, the
      Company or any affiliate of the Company which have occurred on or prior
      to the Termination Date to the same extent and on the same terms and
      conditions (including with respect to advancement of expenses) as
      permitted under applicable law and the Company’s certificate of
      incorporation and by-laws as in effect immediately prior to the earlier
      of the Termination Date or the Change in Control.  In addition, the
      Company shall maintain Director’s and Officer’s liability insurance
      (from an insurance company rated not less than A by A.M.  Best Company)
      and, if Executive served or has served as a fiduciary of any pension or
      benefit plan, ERISA fiduciary insurance, on behalf of Executive, at the
      level in effect immediately prior to the earlier of the Termination Date
      or the Change in Control, for the Indemnification Period.
    

    
      9.  Confidential Information.
    

    
      Executive acknowledges that any confidentiality agreement entered into
      by Executive and the Company remains in full force and effect and
      survives the termination of his or her employment with the Company; provided
      that nothing contained in such agreement or this Section 9 shall prevent
      Executive from being employed by a competitor of any of the Company or
      utilizing Executive’s general skills, experience, and knowledge,
      including those developed while employed by any of the Company or its
      affiliates.
    

    

    

    
      
        

        

      

      
        
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      10.  Disputes.
    

    
      Any dispute or controversy arising under or in connection with this
      Agreement shall be settled exclusively by arbitration in Memphis,
      Tennessee or, at the option of Executive, in the county where Executive
      then resides, in accordance with the Rules of the American Arbitration
      Association then in effect, except that Executive may, at Executive’s
      option, bring that action in a court of competent jurisdiction, even if
      the Company has earlier instituted an action hereunder.  Judgment may be
      entered on an arbitrator’s award relating to this Agreement in any court
      having jurisdiction.
    

    
      11.  Costs of Proceedings.
    

    
      The Company shall pay for all costs and expenses of Executive, at least
      monthly, including attorneys’ fees and disbursements, in connection with
      any legal proceeding (including arbitration), whether instituted by the
      Company or by Executive during Executive’s lifetime, relating to the
      interpretation or enforcement of any provision of this Agreement, except
      that if Executive instituted the proceeding and the judge, arbitrator or
      other individual presiding over the proceeding affirmatively finds that
      Executive instituted the proceeding in bad faith, then Executive shall
      be required to pay all costs and expenses of Executive, including
      attorney’s fees and disbursements, and shall not be entitled to
      reimbursement and shall reimburse the Company for any amounts previously
      paid by the Company to Executive for such costs and expenses.  The
      Reimbursement and In-Kind Benefit Rule shall apply and if any payment is
      subject to the Delayed Payment Date, it shall not be paid prior to the
      Delayed Payment Date.
    

    
      12.  Successors and Assigns.
    

    
      Except as otherwise provided herein, this Agreement shall be binding
      upon, inure to the benefit of and be enforceable by the Company and
      Executive and their respective heirs, legal representatives, successors
      and assigns.  If the Company shall be merged into or consolidated with
      another entity, the provisions of this Agreement shall be binding upon
      and inure to the benefit of the entity surviving such merger or
      resulting from such consolidation.  The Company shall require any
      successor (whether direct or indirect, by purchase, merger,
      consolidation or otherwise) to all or substantially all of the business
      or assets of the Company, by agreement in form and substance
      satisfactory to Executive, to expressly assume and agree to perform this
      Agreement in the same manner and to the same extent that the Company
      would be required to perform it if no such succession had taken
      place.  The provisions of this Section 12 shall continue to apply to
      each subsequent employer of Executive in the event of any subsequent
      merger, consolidation or transfer of assets of such subsequent employer.
    

    
      13.  Withholding.
    

    
      Notwithstanding the provisions of Sections 4, 5 and 6 hereof, the
      Company may, to the extent required by law, withhold applicable federal,
      state and local income and other taxes from any payments due to
      Executive hereunder.
    

    

    

    
      
        

        

      

      
        
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      14.  Compliance with Code Section 409A.
    

    
                This Agreement is intended to comply with the requirements of
      Section 409A of the Code and shall be construed and interpreted in
      accordance therewith in order to avoid the imposition of additional tax
      thereunder.
    

    
      15.  Applicable Law.
    

    
      This Agreement shall be governed by and construed in accordance with the
      laws of the State of Tennessee, without reference to principles of
      conflicts of law, applicable to contracts made and to be performed
      therein.
    

    
      16.  Entire Agreement.
    

    
      This Agreement constitutes the entire agreement between the parties
      regarding severance benefits following a Change in Control and
      supersedes and overrides any prior agreement entered into between the
      Company and Executive regarding severance benefits following a Change in
      Control between the Company and Executive.  This Agreement may be
      changed only by a written agreement executed by the Company and
      Executive.
    

    
      17.  Notice.
    

    
      Notices and all other communications provided for in this Agreement
      shall be in writing and shall be deemed to have been duly given when
      personally delivered, delivered by a nationally recognized overnight
      delivery service, or sent by certified mail, return receipt requested,
      postage prepaid, addressed to the respective addresses last given by
      each party to the other, provided that all notices to the Company
      shall be directed to the attention of the Board with a copy to the
      Secretary of the Company.  All notices and communications shall be
      deemed to have been received on the date of delivery thereof or on the
      third business day after the mailing thereof, except that notice of
      change of address shall be effective only upon receipt.
    

    
      18.  Severability.
    

    
      The provisions of this Agreement shall be deemed severable, and the
      invalidity or unenforceability of any provision hereof shall not affect
      the validity or enforceability of the other provisions hereof.
    

    
      IN WITNESS WHEREOF, the parties have executed this Agreement on
      the ____ day of _____________________, 2008.
    

    
      THOMAS & BETTS CORPORATION
    

    
      By:                                                         
Name
Title
    

    
                                                                  
                    Executive
    

    

    

    
      
        

        

      

      
        
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      Schedule A
    

    
      CERTAIN DEFINITIONS
    

    
      As used in this Agreement, and unless the context requires a different
      meaning, the following terms, when capitalized, have the meaning
      indicated:
    

    
      “Annual Compensation” means the sum of (i) Executive’s
      annual rate of base salary in effect on the date of the Change in
      Control or, if higher, the Termination Date, (ii) the Average Bonus and
      (iii) Executive’s perquisite allowance for the calendar year immediately
      prior to the calendar year in which the earlier of the Termination Date
      or the Change in Control occurs.
    

    
      “Anticipatory Termination Triggering Event” means the
      Executive’s Separation from Service for a reason other than death or
      Disability before a Change in Control provided Executive’s employment is
      terminated by the Company or its affiliates without Cause and Executive
      reasonably demonstrates that such Separation from Service was at the
      request or suggestion of any individual or entity that is or was
      attempting to effectuate a Change in Control within the 12 months
      following such Separation from Service.
    

    
      “Average Bonus” means the greater of (i) Executive’s target
      bonus for the calendar year immediately prior to the calendar year in
      which the earlier of the Termination Date or the Change in Control
      occurs or (ii) the highest bonus paid or payable to Executive in respect
      of any of the five (5) calendar years (annualized with respect to any
      such calendar year for which Executive has been employed for only a
      portion thereof) immediately prior to the calendar year in which the
      earlier of the Termination Date or the Change in Control occurs.
    

    
      “Average Long Term Incentive Award” means the sum of (i)
      the average Black-Scholes value (as determined by the accountant
      employed by the Company immediately prior to the Change in Control) of
      the annual stock options granted to Executive during the three calendar
      years immediately prior to the calendar year in which the earlier of the
      Termination Date or the Change in Control occurs and (ii) the average
      value of the annual restricted stock awards (determined by reference to
      the closing values of the restricted shares on the dates on which they
      were granted) granted to Executive during the three calendar years
      immediately prior to the calendar year in which the earlier of the
      Termination Date or the Change in Control occurs.
    

    
      “Board” means the Company’s Board of Directors.
    

    
      “Cause” shall mean Executive’s termination of employment
      due to:
    

    
         (a)  Executive’s conviction of, or plea of guilty or nolo contendere
      to, a felony; or
    

    
         (b)  the willful engaging by Executive in gross misconduct which is
      materially and demonstrably injurious to the Company.
    

    
      For a termination of employment to be for Cause:  (i) Executive must
      receive a written notice which indicates in reasonable detail the facts
      and circumstances claimed to provide a basis for the termination of
      Executive’s employment for Cause; (ii) Executive must be provided with
      an opportunity to be heard no earlier than 30 days following the receipt
      of such notice (during which notice period Executive has the opportunity
      to cure and has failed to cure or resolve the behavior in question); and
      (iii) there must be a good faith determination of Cause by at least
      three-quarters of the non-employee outside director members of the Board.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      “Change in Control” For the purpose of this Agreement, a
      “Change in Control” shall, without limitation, be deemed to have
      occurred if:
    

    
      (a)  A third person, including a “group” as such term is used in Section
      13(d)(3) of the Securities Exchange Act of 1934, as amended (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; or
    

    
      (b)  Individuals who, as of the date hereof, constitute the Board cease
      for any reason to constitute at least a majority of the Board, provided
      that any person becoming a director subsequent to the date hereof 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 the date hereof (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, for purposes of this
      Agreement, considered as though such person were a member of the Board
      as of the date hereof; or
    

    
      (c)  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
    

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

    
      (e)  For purposes of any plan or agreement that refers to a definition
      of Change in Control in Section 2 of the Employment Agreement, the above
      definition of Change in Control shall be deemed to be the reference
      definition.
    

    
      “Code” means the Internal Revenue Code of 1986, as amended.
    

    
      “Company” means Thomas & Betts Corporation and its
      successors and assigns.
    

    
      “Delayed Payment Date” means the first business day
      following the six-month anniversary of the Termination Date.  A payment
      or benefit shall not be subject to the Delayed Payment Date if (i) the
      payment or benefit is not subject to Section 409A of the Code, (ii) the
      payment event with respect to the payment or benefit, for purposes of
      Section 409A of the Code, is other than Separation from Service, or
      (iii) on the Termination Date, no stock of the Company (or any other
      entity considered a single employer with the Company under Treas. Reg.
      §1.409A-1(g) or any successor thereto) is publicly traded on an
      established securities market or otherwise.
    

    

    

    
      
        

        

      

      
        
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      “Disability” means total disability or permanent disability
      as determined under the Company’s long-term disability plan in which
      Executive participates, as it exists from time to time; provided, however,
      if Executive does not participate in the Company’s long-term disability
      plan, then “Disability” means an illness or injury which prevents
      Executive from performing his or her duties, as they existed immediately
      prior to the illness or injury, on a full time basis for 180 consecutive
      business days, and is determined to be total and permanent disability by
      a physician selected by the Company and acceptable to Executive or
      Executive’s legal representative.
    

    
      “Good Reason” means any of the following actions, without
      Executive’s express prior written approval, other than due to
      Executive’s permanent disability or death:
    

    
        (i)  any reduction in Executive’s annual base salary;
    

    
        (ii)  any failure to pay Executive an annual bonus, in cash, at least
      equal to the Average Bonus;
    

    
        (iii)  any failure by the Company to grant Executive with long term
      incentives annually that are at least equal to the value of the Average
      Long Term Incentive Award, where the value of the long term incentives
      granted to Executive in any year are determined by the accountants
      employed by the Company immediately prior to the Change in Control using
      a valuation method consistent with the methodology used to value the
      Average Long Term Incentive Award;
    

    
        (iv)  Executive’s duties, titles, responsibilities or authority
      (including offices and reporting relationships) are diminished in
      comparison to the duties, titles and responsibilities or authority
      enjoyed by Executive immediately prior to the Change in Control, other
      than as a result of an insubstantial and inadvertent action which is
      remedied by the Company promptly after receipt of notice thereof by
      Executive;
    

    
        (v)  any material reduction in Executive’s and/or Executive’s family’s
      eligibility to participate and his/her/their level of benefit in each of
      the Company’s welfare benefit plans, including, without limitation, all
      medical, prescription, dental, disability, salary continuance, group
      life, accidental death and travel accident insurance plans and programs
      of the Company in comparison to the highest level of eligibility and
      level of benefit enjoyed by Executive and Executive’s family during the
      90 day period preceding the Change in Control;
    

    
        (vi)  any material reduction, in the aggregate, in Executive’s ability
      to participate in all incentive, savings and retirement plans or
      programs applicable to other key executives (including the Company’s
      restricted stock and stock option plans), to a level less favorable to
      Executive than the highest level enjoyed by Executive in such plans or
      programs during the 90 day period preceding the Change in Control;
    

    

    

    
      
        

        

      

      
        
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       (vii)  the Company’s requiring Executive to be based at any office or
      location which is located more than 35 miles from the location where
      Executive was based immediately prior to the Change in Control;
    

    
       (viii)  any material reduction of any fringe benefits, including any
      car allowance enjoyed by Executive during the ninety (90) day period
      immediately prior to the Change in Control;
    

    
        (ix)  any material reduction in the level of Executive’s entitlement
      to a particular office or office size or to particular furnishings or to
      secretarial or other assistance as enjoyed by Executive during the
      ninety (90) day period immediately prior to the Change in Control;
    

    
        (x)  any reduction in the level of Executive’s entitlement to paid
      vacation as enjoyed by Executive during the ninety (90) day period
      immediately prior to the Change in Control;
    

    
        (xi)  any termination of employment by Executive within the thirty-day
      period immediately following the twelve-month anniversary of the Change
      in Control; or
    

    
        (xii)  the failure of the Company to obtain a satisfactory agreement
      from any successor to assume and agree to perform the Agreement, as
      contemplated in Section 12 of this Agreement.
    

    
      Executive’s continued employment shall not constitute consent to, or a
      waiver of rights with respect to, any circumstances constituting Good
      Reason hereunder.  For purposes of the Agreement, any good faith
      determination of “Good Reason” made by Executive shall be conclusive.
    

    
      “Payment Date” means (i) the Delayed Payment Date, if (A)
      the payment is subject to Section 409A of the Code, (B) the payment
      event for purposes of Section 409A of the Code is Separation from
      Service, and (C) on the Termination Date stock of the Company (or any
      other entity considered a single employer with the Company under Treas.
      Reg. §1.409A-1(g) or any successor thereto) is publicly traded on an
      established securities market or otherwise, or (ii) in any other case, a
      date within ten (10) days of the Termination Date.
    

    
                “Reimbursement
      and In-Kind Benefit Rule” means, with respect to in-kind benefits
      provided or expenses eligible for reimbursement which are subject to
      Section 409A of the Code, that (i) the benefits provided or the amount
      of expenses eligible for reimbursement during any calendar year shall
      not affect the benefits provided or expenses eligible for reimbursement
      in any other calendar year, except as otherwise provided in Treas. Reg.
      § 1.409A-3(i)(1)(iv)(B), and (ii) the reimbursement of an eligible
      expense shall be made as soon as practicable after Executive requests
      such reimbursement, but not later than the December 31 following the
      calendar year in which the expense was incurred and if the payment is
      subject to the Delayed Payment Date, not earlier than the Delayed
      Payment Date.
    

    
      “Separation from Service” means Executive’s separation from
      service with the Company and its affiliates within the meaning of Treas.
      Reg. § 1.409A-1(h) or any successor thereto.
    

    

    

    
      
        

        

      

      
        
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      “Separation from Service Triggering Event” means the
      Executive’s Separation from Service for a reason other than death or
      Disability on the date of or within three years following a Change in
      Control provided Executive’s employment is terminated by the
      Company or its affiliates without Cause or by Executive for Good Reason.
    

    
      “Termination Date” means the date of Executive’s Separation
      from Service.
    

    
      “Triggering Event” means the earlier to occur of (i) a
      Separation from Service Triggering Event, or (ii) an Anticipatory
      Termination Triggering Event.
    

    

    

    

    

    
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