Exhibit 10.1
    

    

    

    

    

    

    

    

    

    
      THE THOMAS & BETTS
    

    
      SUPPLEMENTAL EXECUTIVE INVESTMENT PLAN
    

    
      (As Amended and Restated Effective
      September 1,
      2010)
    

    

    

    

    

    

    

    

    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      TABLE OF CONTENTS
    

    
    	

        	

        	
          
            PAGE
          

        
	

        	

        	
          
             
          

        
	
          ARTICLE I
        	
          DEFINITIONS
        	
          1
        
	
          §1.1
        	
          Account or Accounts
        	
          1
        
	
          §1.2
        	
          Accrued Benefit
        	
          1
        
	
          §1.3
        	
          Base Contribution Percentage
        	
          1
        
	
          §1.4
        	
          Beneficiary
        	
          1
        
	
          §1.5
        	
          Board
        	
          1
        
	
          §1.6
        	
          Code
        	
          2
        
	
          §1.7
        	
          Code Section 409A Amount
        	
          2
        
	
          §1.8
        	
          Committee
        	
          2
        
	
          §1.9
        	
          Company
        	
          2
        
	
          §1.10
        	
          Compensation
        	
          2
        
	
          §1.11
        	
          Compensation Limit
        	
          2
        
	
          §1.12
        	
          Deferral Amount
        	
          2
        
	
          §1.13
        	
          Disability
        	
          2
        
	
          §1.14
        	
          Eligible Employee
        	
          2
        
	
          §1.15
        	
          Employee
        	
          2
        
	
          §1.16
        	
          Employer
        	
          3
        
	
          §1.17
        	
          Employer Matching Amount
        	
          3
        
	
          §1.18
        	
          Employer Nonelective Amount
        	
          3
        
	
          §1.19
        	
          Employer Supplemental Amount
        	
          3
        
	
          §1.20
        	
          Excess Compensation
        	
          3
        
	
          §1.21
        	
          Excess Contribution Percentage
        	
          3
        
	
          §1.22
        	
          401(k) Plan
        	
          3
        
	
          §1.23
        	
          Grandfathered Amount
        	
          3
        
	
          §1.24
        	
          Highly Compensated Employee
        	
          3
        
	
          §1.25
        	
          Participant
        	
          3
        
	
          §1.26
        	
          Payroll Period
        	
          3
        
	
          §1.27
        	
          Plan
        	
          3
        
	
          §1.28
        	
          Plan Year
        	
          3
        
	
          §1.29
        	
          Prior Plan Account
        	
          4
        
	
          §1.30
        	
          Separation from Service
        	
          4
        
	
          §1.31
        	
          Taxable Wage Base
        	
          4
        
	
          §1.32
        	
          Valuation Date
        	
          4
        
	
          §1.33
        	
          Years of Vesting Service
        	
          4
        
	
          §1.34
        	
          Gender and Number
        	
          4
        
	

        	

        	
           
        
	
          ARTICLE II
        	
          PARTICIPATION
        	
          4
        
	
          §2.1
        	
          Eligibility
        	
          4
        
	
          §2.2
        	
          Participation
        	
          4
        
	

        	

        	
           
        
	
          ARTICLE III
        	
          DEFERRAL ELECTIONS
        	
          4
        
	
          §3.1
        	
          For Salary Grades 18 and Below
        	
          4
        
	
          §3.2
        	
          For Salary Grades 19 and Above
        	
          5
        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      TABLE OF CONTENTS
(continued)
    

    
    	

        	

        	
          
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          §3.3
        	
          Election Procedure
        	
          5
        
	
          §3.4
        	
          Effect of Deferral Election
        	
          6
        
	
          §3.5
        	
          Crediting Deferral Amounts
        	
          6
        
	

        	

        	
           
        
	
          ARTICLE IV
        	
          EMPLOYER MATCHING AMOUNTS
        	
          6
        
	
          §4.1
        	
          Entitlement to Credit
        	
          6
        
	
          §4.2
        	
          Employer Matching Formula
        	
          6
        
	
          §4.3
        	
          Time for Crediting
        	
          6
        
	

        	

        	
           
        
	
          ARTICLE V
        	
          EMPLOYER NONELECTIVE AMOUNTS
        	
          6
        
	
          §5.1
        	
          Entitlement to Credit
        	
          6
        
	
          §5.2
        	
          Employer Nonelective Formula
        	
          7
        
	
          §5.3
        	
          Time for Crediting
        	
          7
        
	

        	

        	
           
        
	
          ARTICLE VI
        	
          EMPLOYER SUPPLEMENTAL AMOUNTS
        	
          7
        
	
          §6.1
        	
          Entitlement to Credit
        	
          7
        
	
          §6.2
        	
          Employer Supplemental Formula
        	
          8
        
	
          §6.3
        	
          Change of Control
        	
          8
        
	
          §6.4
        	
          Time for Crediting
        	
          8
        
	

        	

        	
           
        
	
          ARTICLE VII
        	
          ACCOUNTS
        	
          9
        
	
          §7.1
        	
          Participants’ Accounts
        	
          9
        
	

        	

        	
           
        
	
          ARTICLE VIII
        	
          VESTING
        	
          9
        
	
          §8.1
        	
          Vesting
        	
          9
        
	

        	

        	
           
        
	
          ARTICLE IX
        	
          EARNINGS CREDITS
        	
          10
        
	
          §9.1
        	
          The Investment Funds
        	
          10
        
	
          §9.2
        	
          Investment Requests
        	
          10
        
	

        	

        	
           
        
	
          ARTICLE X
        	
          DISTRIBUTION OF GRANDFATHERED AMOUNT
        	
          10
        
	
          §10.1
        	
          Time of Payment
        	
          10
        
	
          §10.2
        	
          Amount of Payment
        	
          10
        
	
          §10.3
        	
          Method of Payment
        	
          11
        
	
          §10.4
        	
          Death of Participant
        	
          12
        
	

        	

        	
           
        
	
          ARTICLE XI
        	
          DISTRIBUTION OF CODE SECTION 409A AMOUNT
        	
          12
        
	
          §11.1
        	
          Time of Payment
        	
          12
        
	
          §11.2
        	
          Amount of Payment
        	
          13
        
	
          §11.3
        	
          Payment to Participant
        	
          13
        
	
          §11.4
        	
          Death of Participant
        	
          14
        
	
          §11.5
        	
          Transition Election
        	
          15
        
	
          §11.6
        	
          Compliance Failure
        	
          15
        
	
          §11.7
        	
          Tax Gross-Up for Certain Compliance Failures
        	
          15
        


    

    

    

    
      
        

        

      

      
        
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      TABLE OF CONTENTS
(continued)
    

    
    	

        	

        	
          
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          ARTICLE XII
        	
          NONALIENATION OF BENEFITS
        	
          16
        
	
          §12.1
        	
          Nonalienation of Benefits
        	
          16
        
	
          §12.2
        	
          Domestic Relations Orders
        	
          17
        
	

        	

        	
           
        
	
          ARTICLE XIII
        	
          SOURCE OF FUNDS
        	
          17
        
	
          §13.1
        	
          In General
        	
          17
        
	
          §13.2
        	
          Grantor Trust
        	
          17
        
	

        	

        	
           
        
	
          ARTICLE XIV
        	
          ADMINISTRATION
        	
          17
        
	
          §14.1
        	
          The Committee
        	
          17
        
	
          §14.2
        	
          Records and Reports
        	
          18
        
	
          §14.3
        	
          Payment of Expenses
        	
          18
        
	
          §14.4
        	
          Indemnification for Liability
        	
          18
        
	
          §14.5
        	
          Claims Procedure
        	
          18
        
	

        	

        	
           
        
	
          ARTICLE XV
        	
          AMENDMENT AND TERMINATION
        	
          19
        
	
          §15.1
        	
          Amendment
        	
          19
        
	
          §15.2
        	
          Termination
        	
          20
        
	
          §15.3
        	
          Limitations
        	
          20
        
	

        	

        	
           
        
	
          ARTICLE XVI
        	
          MISCELLANEOUS PROVISIONS
        	
          20
        
	
          §16.1
        	
          No Contract of Employment
        	
          20
        
	
          §16.2
        	
          Beneficiary Designation
        	
          20
        
	
          §16.3
        	
          Payment to Guardian
        	
          20
        
	
          §16.4
        	
          Withholding; Payroll Taxes
        	
          21
        
	
          §16.5
        	
          Applicable Law
        	
          21
        
	
          §16.6
        	
          Headings
        	
          21
        
	
          §16.7
        	
          Entire Agreement
        	
          21
        
	
          §16.8
        	
          Successors
        	
          21
        


    

    

    

    
      
        

        

      

      
        
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      THE THOMAS & BETTS
    

    
      SUPPLEMENTAL EXECUTIVE INVESTMENT PLAN
    

    
      (As
      Amended and Restated Effective September 1, 2010)
    

    
      WHEREAS, Thomas & Betts Corporation (the
      “Company”) maintains The Thomas & Betts Supplemental Executive
      Investment Plan, as amended and restated effective January 1, 2007 and
      as amended in part on two occasions thereafter (the “Plan”);
    

    
      WHEREAS, the Company intends that the Plan
      be unfunded and be maintained “primarily for the purpose of providing
      deferred compensation for a select group of management or highly
      compensated employees,” within the meaning of sections 201(2),
      301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act
      of 1974, as amended; and
    

    
      WHEREAS, the Company desires to amend the
      Plan to provide a new supplemental contribution for certain executives
      who are hired after March 2010 or promoted after March 2010 to a
      position of senior management (such supplemental contribution to be in
      lieu of benefits under the Thomas & Betts Corporation Executive
      Retirement Plan);
    

    
      NOW, THEREFORE, effective September 1,
      2010, except as otherwise provided herein, The Thomas & Betts
      Supplemental Executive Investment Plan is hereby amended and restated as
      follows:
    

    
      ARTICLE I
    

    
      DEFINITIONS
    

    
      The following words and phrases, as used
      herein, shall have the following meanings unless the context clearly
      indicates otherwise:
    

    
      § 1.1 Account
      or Accounts: The bookkeeping
      accounts maintained under the Plan on behalf of each Participant as
      described in Article VII.
    

    
      § 1.2 Accrued
      Benefit: The balance credited
      to a Participant’s Accounts.
    

    
      § 1.3 Base
      Contribution Percentage: With
      respect to an Eligible Employee, the rate (which is three percent
      effective as of August 31, 2010) at which nonelective contributions are
      determined under the 401(k) Plan with respect to the Eligible Employee’s
      compensation at or below the Taxable Wage Base.
    

    
      § 1.4 Beneficiary:
      The person or entity designated by the Participant in accordance with
      §16.2 (or otherwise determined in accordance with §16.2) to receive
      benefits under the Plan upon the Participant’s death.
    

    
      § 1.5 Board:
      The Board of Directors of the Company.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      § 1.6 Code:
      The Internal Revenue Code of 1986, as amended.
    

    
      § 1.7 Code
      Section 409A Amount: That
      portion of a Participant’s Accrued Benefit not attributable to amounts
      which were earned and vested (within the meaning of Treas. Reg.
      §1.409A-6(a) or any successor thereto) prior to January 1, 2005.
    

    
      § 1.8 Committee:
    

    
      (a)  Except as provided in §1.8(b), the
      Retirement Plans Committee appointed by the Board; and
    

    
      (b)  With respect to all matters relating
      to Employer Supplemental Amounts other than available investment funds,
      the Compensation Committee of the Board, any successor or substitute
      committee thereto, or, during any period of time when no such committee
      is in existence, the entire Board.
    

    
      § 1.9 Company:
      Thomas & Betts Corporation, or its successor or successors who assume
      the obligations of the Company under the Plan.
    

    
      § 1.10 Compensation:
      The total regular remuneration payable to an Eligible Employee by any
      Employer for personal services rendered. Regular remuneration shall
      include base salary and incentive and/or bonus payments but shall not
      include income recognized with respect to equity or equity-linked
      awards, payments due under a Termination Protection Agreement (as
      defined in §6.3), or any other special remuneration. In the case of a
      Participant who has elected to have amounts contributed on his behalf
      under this Plan, the 401(k) Plan or any other plan described in Code
      §401(k), or under a plan described in Code §125 or §132(f)(4) pursuant
      to a salary reduction or deferral agreement, Compensation shall be
      determined before giving effect to such salary reduction or deferral
      agreement.
    

    
      § 1.11 Compensation
      Limit: The limitation on
      compensation contained in Code §401(a)(17), including any amendment or
      modification of such provision or any successor provision of the Code.
    

    
      § 1.12 Deferral
      Amount: That portion of a
      Participant’s Compensation which the Participant has elected to defer,
      in accordance with Article III of the Plan, in lieu of receiving such
      amount as current compensation.
    

    
      § 1.13 Disability:
      With respect to the Grandfathered Amount means total and permanent
      disability as defined under the 401(k) Plan and with respect to the Code
      Section 409A Amount means the inability to engage in any substantial
      gainful activity by reason of any medically determinable physical or
      mental impairment that can be expected to result in death or can be
      expected to last for a continuous period of not less than 12 months.
    

    
      § 1.14 Eligible
      Employee: An Employee who meets
      the requirements of §2.1.
    

    
      § 1.15 Employee:
      An employee of an Employer.
    

    

    

    
      
        

        

      

      
        
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      § 1.16 Employer:
      The Company and any subsidiary of the Company which (i) has adopted the
      401(k) Plan as a participating employer and (ii) adopts this Plan with
      the consent of the Company. Subsidiaries of the Company which are
      participating employers are listed on Appendix A to the Plan.
    

    
      § 1.17 Employer
      Matching Amount: The employer
      contribution amount credited to the Account of a Participant as provided
      in Article IV.
    

    
      § 1.18 Employer
      Nonelective Amount: The
      employer contribution amount credited to the Account of a Participant as
      provided in Article V.
    

    
      § 1.19 Employer
      Supplemental Amount: The
      employer contribution amount credited to the Account of a Participant as
      provided in Article VI.
    

    
      § 1.20 Excess
      Compensation: Compensation
      which is not taken into account under the 401(k) Plan because it exceeds
      the Compensation Limit provided it is Compensation earned for services
      performed after the date an Eligible Employee’s compensation taken into
      account under the 401(k) Plan reaches the Compensation Limit.
    

    
      § 1.21 Excess
      Contribution Percentage: With
      respect to an Eligible Employee, the rate (which is five percent
      effective as of August 31, 2010) at which nonelective contributions are
      determined under the 401(k) Plan with respect to the Eligible Employee’s
      compensation above the Taxable Wage Base.
    

    
      § 1.22 401(k)
      Plan: The Thomas & Betts
      Corporation Employees’ Investment Plan (commonly known as the 401(k)
      Plan), as amended from time to time.
    

    
      § 1.23 Grandfathered
      Amount: That portion of a
      Participant’s Accrued Benefit attributable to amounts which were earned
      and vested (within the meaning of Treas. Reg. §1.409A-6(a) or any
      successor thereto) prior to January 1, 2005.
    

    
      § 1.24 Highly
      Compensated Employee: An
      Employee who is a highly compensated employee, within the meaning of
      Code §414(q), for purposes of the 401(k) Plan, and any other Employee
      who is in Salary Grade 19 or above.
    

    
      § 1.25 Participant:
      An Eligible Employee (a) who has elected to participate in the Plan and
      for whom Deferral Amounts are being credited, (b) for whom Employer
      Nonelective Amounts are being credited under Article V, or (c) for whom
      Employer Supplemental Amounts are being credited under Article VI.
    

    
      § 1.26 Payroll
      Period: Such regular payroll
      period as an Employer may adopt from time to time for all or a class of
      its Employees.
    

    
      § 1.27 Plan:
      The Thomas & Betts Supplemental Executive Investment Plan, as set forth
      herein and as amended from time to time.
    

    
      § 1.28 Plan
      Year: A period of twelve
      consecutive months beginning on January 1 and ending on the following
      December 31.
    

    

    

    
      
        

        

      

      
        
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      § 1.29 Prior
      Plan Account: The amount
      attributable to contributions made under the FL Industries Supplemental
      Executive Investment Plan as in effect from time to time prior to
      January 1, 1994.
    

    
      § 1.30 Separation
      from Service: A Participant’s
      termination of employment within the meaning of Treas. Reg. §1.409A-1(h)
      or any successor thereto.
    

    
      § 1.31 Taxable
      Wage Base: The contribution and
      benefit base in effect under §230 of the Social Security Act at the
      beginning of a Plan Year.
    

    
      § 1.32 Valuation
      Date: Each business day.
    

    
      § 1.33 Years
      of Vesting Service: Years of
      vesting service as defined in the 401(k) Plan as in effect on December
      31, 2009.
    

    
      § 1.34 Gender
      and Number: The masculine
      pronoun wherever used shall include the feminine and the singular may
      include the plural, and vice versa, as the context may require.
    

    

    

    
      ARTICLE II
    

    
      PARTICIPATION
    

    
      § 2.1 Eligibility.
      An Employee shall be eligible to participate in the Plan for a Plan Year
      if, for such Year (a) he is eligible to participate in the 401(k) Plan,
      (b) he is a Highly Compensated Employee, and (c) he is not in a group of
      employees designated by his Employer as ineligible to participate in the
      Plan provided that any such designation of ineligibility shall be
      effective as of the date the Employer becomes a participating employer
      in the Plan or as of the first day of any subsequent Plan Year, as
      determined by the Employer. Notwithstanding the foregoing, it is
      intended that the Employees described in this §2.1 shall constitute “a
      select group of management and highly compensated employees” within the
      meaning of §201(2), §301(a)(3), and §401(a)(1) of ERISA; and the
      Committee shall have the power to restrict eligibility for the Plan, on
      a prospective basis, if it deems such restriction to be necessary or
      appropriate to ensure that the Plan operates in accordance with such
      intent.
    

    
      § 2.2 Participation.
      An Eligible Employee may elect to participate in the Plan for a Plan
      Year by electing to defer a portion of his Compensation for such Plan
      Year, in accordance with Article III. An Eligible Employee shall
      automatically participate in the Plan for a Plan Year if he is eligible
      to have Employer Nonelective Amounts or Employer Supplemental Amounts
      credited to his Account for such Plan Year.
    

    

    

    
      ARTICLE III
    

    
      DEFERRAL ELECTIONS
    

    
      § 3.1 For
      Salary Grades 18 and Below. An
      Eligible Employee who is in Salary Grade 18 or below may elect to defer
      under this Plan for a Plan Year a percentage, not to exceed 15%, of his
      Compensation for such Plan Year as provided in §3.3. An Eligible
      Employee who elects in accordance with the preceding sentence to defer
      Compensation under this Plan shall also automatically have five percent
      of his or her Excess Compensation contributed to this Plan.
      Alternatively, an Eligible Employee may elect to participate in this
      Plan only with respect to Excess Compensation; the amount contributed
      shall be five percent of such Excess Compensation.
    

    

    

    
      
        

        

      

      
        
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      § 3.2 For
      Salary Grades 19 and Above. An
      Eligible Employee who is in Salary Grade 19 or above may elect to defer
      under this Plan for a Plan Year a percentage, not to exceed 80%, of his
      Compensation for such Plan Year as provided in §3.3. An Eligible
      Employee who elects in accordance with the preceding sentence to defer
      Compensation under this Plan shall also automatically have five percent
      of his or her Excess Compensation contributed to this Plan.
      Alternatively, an Eligible Employee may elect to participate in this
      Plan only with respect to Excess Compensation; the amount contributed
      shall be the five percent of such Excess Compensation.
    

    
      § 3.3 Election
      Procedure.
    

    
      (a)  An Eligible Employee’s deferral
      election under §3.1 or §3.2 shall be made in accordance with such
      procedures as the Committee shall prescribe.  The Committee may permit
      separate elections with respect to base salary and incentive and/or
      bonus payments, but except as provided in §3.3(c), all elections must be
      made prior to the beginning of the Plan Year in which services are first
      performed with respect to such Compensation.
    

    
      (b)  Except as provided in §3.3(c), an
      Eligible Employee’s deferral election for a Plan Year must be made
      within such election period prior to the commencement of the Plan Year
      as the Committee shall prescribe.  Once the applicable election period
      has expired, an Eligible Employee’s deferral election for a Plan Year
      shall be irrevocable with respect to Compensation earned for services
      performed (or first performed) in such Plan Year.
    

    
      (c)  An individual who becomes an Eligible
      Employee and is initially eligible (as defined in Treas. Reg.
      §1.409A-2(a)(7)) during a Plan Year may, no later than 30 days after the
      date he first becomes eligible to participate in the Plan, make an
      election for such Plan Year, to defer Compensation earned after the date
      such election is filed with the Committee. With respect to any bonus or
      incentive compensation which is earned based on a specified performance
      period, the election shall apply to no more than an amount equal to the
      total bonus or incentive compensation for such performance period
      multiplied by the ratio of the number of days remaining in the
      performance period after the election over the total number of days in
      the performance period.  Once filed, such deferral election shall be
      irrevocable with respect to Compensation earned for services performed
      with respect to the remainder of the Plan Year and such performance
      period.
    

    
      (d)  Eligible Employees who are first
      eligible to participate with respect to years after 2006, may as part of
      their initial deferral election (made with respect to their first year
      of participation) elect one of the permissible methods for payment of
      their Accrued Benefit under §11.3; provided, however, that such election
      shall not apply to the portion of a Participant’s Accrued
      Benefit described in §11.3(b)(iv) if the Participant has made a valid
      election in accordance with §11.3(b)(iv).
    

    

    

    
      
        

        

      

      
        
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      § 3.4 Effect
      of Deferral Election. A
      Participant’s current compensation from the Employer for each Payroll
      Period in a Plan Year (or, in the case of an election under §3.3(c),
      each remaining Payroll Period in the Plan Year) shall be reduced by his
      Deferral Amount, in accordance with his deferral election under §3.1 or
      §3.2 for such Plan Year. A Participant’s bonus or incentive compensation
      which is based on services performed during the Plan Year (or, in the
      case of an election under §3.3(c), during a part of the Plan Year) and,
      if applicable, beyond such Plan Year during the performance period for
      such bonus or incentive compensation and which is subject to a deferral
      election shall be reduced by his elected Deferral Amount at the time
      such Compensation would otherwise be payable.
    

    
      § 3.5 Crediting
      Deferral Amounts. Deferral
      Amounts shall be credited to Participants’ Accounts not less frequently
      than on a monthly basis. The Deferral Amounts for any month shall be
      credited not later than ten business days after the first day of the
      following month.
    

    

    

    
      ARTICLE IV
    

    
      EMPLOYER MATCHING AMOUNTS
    

    
      § 4.1 Entitlement
      to Credit. For each Plan Year,
      the Committee shall credit Employer Matching Amounts to the Account of
      each Participant who has elected under Article III to defer Compensation
      for such Year. Such Employer Matching Amounts shall be determined in
      accordance with §4.2.
    

    
      § 4.2 Employer
      Matching Formula. The Employer
      Matching Amount credited to the Account of a Participant for any Payroll
      Period (including bonus and incentive amounts paid during or on the pay
      date for such Payroll Period) shall be determined in the following
      manner for each Payroll Period:
    

    
      First,
      with respect to Deferrals other than Deferrals of Excess Compensation,
      an amount equal to 3.25% of such Deferral Amount for the Payroll Period,
      and;
    

    
      Second,
      with respect to Deferrals of Excess Compensation, 75% of the
      Participant’s Deferral up to 3% of Excess Compensation, plus 50% of his
      Deferral which is in excess of 3% but not in excess of 5% of Excess
      Compensation, for the Payroll Period.
    

    
      § 4.3 Time
      for Crediting. Employer
      Matching Amounts shall be credited to Participants’ Accounts at the same
      time as the Deferral Amounts to which they relate.
    

    

    

    
      ARTICLE V
    

    
      EMPLOYER NONELECTIVE AMOUNTS
    

    
      § 5.1 Entitlement
      to Credit. For each Plan Year,
      the Committee shall credit Employer Nonelective Amounts to the Account
      of each Eligible Employee who has elected under Article III to defer
      Compensation for such Year or who has Excess Compensation for such Year;
      provided, however, that an Eligible Employee shall not be eligible for
      Employer Nonelective Amounts with respect to any period in which he (a)
      is not eligible for the nonelective integrated employer contribution
      under the 401(k) Plan, or (b) is eligible for the Employer Supplemental
      Amount under Article VI. Such Employer Nonelective Amounts shall be
      determined in accordance with §5.2.
    

    
      
        

        

      

      
        
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      § 5.2 Employer
      Nonelective Formula. The
      Employer Nonelective Amount credited to the Account of an Eligible
      Employee described in §5.1 for any Payroll Period shall be determined in
      the following manner for each Payroll Period:
    

    
      (a)  A nonelective contribution equal to
      the Base Contribution Percentage of Compensation up to the Taxable Wage
      Base plus the Excess Contribution Percentage of Compensation above the
      Taxable Wage Base; minus
    

    
      (b)  A nonelective contribution equal to
      the Base Contribution Percentage of compensation up to the Taxable Wage
      Base taken into account under the 401(k) Plan plus the Excess
      Contribution Percentage of compensation above the Taxable Wage Base
      taken into account under the 401(k) Plan.
    

    
      Compensation, as defined, (and other
      compensation) paid during a period in which an Eligible Employee is not
      eligible for Employer Nonelective Amounts shall be disregarded for all
      purposes under this §5.2 other than for purposes of determining whether
      an Eligible Employee’s Compensation (or other compensation) is above (or
      not in excess of) the Taxable Wage Base.
    

    
      § 5.3 Time
      for Crediting. Employer
      Nonelective Amounts shall be credited to a Participant’s Accounts not
      less frequently than on a monthly basis. The Employer Nonelective
      Amounts for any month shall be credited not later than ten business days
      after the first day of the following month.
    

    

    

    
      ARTICLE VI
    

    
      EMPLOYER SUPPLEMENTAL AMOUNTS
    

    
      § 6.1 Entitlement
      to Credit. For each Payroll
      Period, the Committee shall credit, or shall cause to be credited,
      Employer Supplemental Amounts to the Account of each Eligible Employee
      who occupies a position of senior management who has been approved by
      the Committee and who is listed on Appendix B. The period during which
      an Eligible Employee shall be eligible for credits of Employer
      Supplemental Amounts shall commence on the participation date set forth
      in Appendix B (which may be prior to the date the Committee designates
      the Eligible Employee and may be prior to the effective date of the
      amended and restated Plan), and end on the cessation date (if any) set
      forth in Appendix B. Such Employer Supplemental Amounts shall be
      determined in accordance with §6.2 and, if applicable, §6.3. All
      Compensation paid during a period in which an Eligible Employee is not
      eligible for Employer Supplemental Amounts shall be disregarded for
      purposes of §6.2 and §6.3.
    

    
      
        

        

      

      
        
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      § 6.2 Employer
      Supplemental Formula. The
      Employer Supplemental Amount credited to the Account of an Eligible
      Employee described in §6.1 for any Payroll Period shall be determined in
      the following manner for each Payroll Period:
    

    
      (a)  An amount equal to twenty percent
      (20%) of the Participant's Compensation for such Payroll Period; minus
    

    
      (b)  An amount equal to the Base
      Contribution Percentage of the Participant's compensation up to the
      Taxable Wage Base taken into account under the 401(k) Plan for such
      Payroll Period plus the Excess Contribution Percentage of the
      Participant's compensation above the Taxable Wage Base taken into
      account under the 401(k) Plan for such Payroll Period.
    

    
      § 6.3 Change
      of Control. Notwithstanding any
      other provision of the Plan, in the case of an Eligible Employee who has
      an agreement with the Company which provides for benefits in connection
      with a change of control (“Termination Protection Agreement”), the
      following provisions shall apply in the event that such Eligible
      Employee’s employment with the Company is terminated under the
      circumstances described in Section 3 of his Termination Protection
      Agreement and at a time when such Eligible Employee is eligible for
      Employer Supplemental Amounts (as described in §6.1):
    

    
      (a)  Such Eligible Employee shall be 100%
      vested in his Employer Supplemental Account; and
    

    
      (b)  Such Eligible Employee’s Employer
      Supplemental Account shall be credited with Employer Supplemental
      Amounts (in addition to those credited pursuant to §6.2), such
      additional Employer Supplemental Amounts to be determined after the
      Participant’s final Employer Supplemental Amount is determined under
      §6.2, and to be equal to 60% of the Participant’s Compensation paid in
      the 12-month period immediately preceding the date his employment with
      the Employer is terminated; provided that if the Eligible Employee has
      fewer than 12 months of Compensation which may be taken into account
      under this §6.3, his Compensation shall be multiplied by a fraction, the
      numerator of which is 365 and the denominator of which is the number of
      days for which he was eligible to receive Employer Supplemental Amounts
      under this Article VI.
    

    
      § 6.4 Time
      for Crediting. Employer
      Supplemental Amounts under §6.2 shall be credited to a Participant’s
      Accounts not less frequently than on a monthly basis. The Employer
      Supplemental Amounts under §6.2 for any month shall be credited not
      later than ten business days after the first day of the following month.
      Employer Supplemental Amounts under §6.3 shall be credited to the
      Participant’s Accounts not later than fifteen business days after the
      Participant’s Separation from Service.
    

    

    

    
      
        

        

      

      
        
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      ARTICLE VII
    

    
      ACCOUNTS
    

    
      § 7.1 Participants’
      Accounts. The Committee shall
      establish and maintain, or cause to be maintained, the following
      individual record Accounts with respect to each Participant to which
      items shall be credited and charged pursuant to the provisions of the
      Plan:
    

    
      (a)  A Deferral Account;
    

    
      (b)  An Employer Matching Account;
    

    
      (c)  An Employer Nonelective Account; and
    

    
      (d)  An Employer Supplemental Account.
    

    
      Within each Account there shall be, if
      applicable, a Subaccount for the Grandfathered Amount and a Subaccount
      for Code Section 409A Amount.  Within a Participant’s Employer
      Supplemental Account there shall be, if applicable, separate Subaccounts
      to reflect the Participant’s election under §11.3(b)(iv).  A Prior Plan
      Account, if applicable, shall also be maintained with respect to the
      Grandfathered Amount.  Such Accounts are bookkeeping records for
      accounting purposes only and do not represent interests in any specific
      assets of the Employer.
    

    

    

    
      ARTICLE VIII
    

    
      VESTING
    

    

    

    
      § 8.1 Vesting.
    

    
      (a)  Immediate
      Vesting.  Each Participant who
      is in the service of an Employer on or after January 1, 1997, shall at
      all times be 100% vested in his Deferral Account, Employer Matching
      Account and Employer Nonelective Account.
    

    
      (b)  Employer
      Supplemental Account.  A
      Participant shall be 100% vested in his Employer Supplemental Account on
      the later of (i) the date he completes five Years of Vesting Service, or
      (ii) the first day of the calendar month following his 55th
      birthday or his 50th
      birthday if he commenced employment with the Employer prior to December
      1, 1997, provided that he is employed by the Employer on such date.  For
      purposes of determining whether employment commenced prior to
      December 1, 1997, “Employer” shall not include Augat Inc. or any
      subsidiary of the Company which became authorized to participate in this
      Plan after November 30, 1997.  A Participant shall be 100% vested in his
      Employer Supplemental Account if while he is in the active employ of an
      Employer he dies or incurs a Disability.
    

    
      Vesting of a Participant’s Employer
      Supplemental Account may be accelerated (i) to the extent the Committee
      in its sole discretion so determines, and (ii) under the circumstances
      described in §6.3.
    

    

    

    
      
        

        

      

      
        
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      If a Participant’s Separation from Service
      occurs before he is fully vested in his Employer Supplemental Account,
      the unvested portion of his Employer Supplemental Account shall be
      forfeited as of his Separation from Service to the extent not vested by
      the Committee under this §8.1(b), or pursuant to §6.3.
    

    
      (c)  Participants
      Terminated Prior to 1997.  The
      vesting of any former Participant who terminated employment prior to
      January 1, 1997 shall continue to be governed by the applicable
      provisions of the Plan in effect at the relevant time prior to
      January 1, 1997.
    

    

    

    
      ARTICLE IX
    

    
      EARNINGS CREDITS
    

    
      § 9.1 The
      Investment Funds. The Committee
      shall designate the investment reference funds (hereinafter the
      “Reference Funds”) which shall be available under this Plan as the basis
      for determining the earnings credits (including investment gains or
      losses as provided below) to be credited to Participants’ Accounts. The
      Committee shall have the right to add or delete Reference Funds,
      prospectively, at any time.
    

    
      § 9.2 Investment
      Requests. Each Participant may
      request that earnings, and investment gains or losses, be credited to
      his Accounts as if such Accounts were invested in any one or more of the
      Reference Funds, provided that the amount allocated to each Reference
      Fund must meet such minimum amount requirements as the Committee may
      from time to time impose. The Committee, or the trustee of any grantor
      trust established in connection with the Plan, shall take such requests
      into consideration, but shall not be bound thereby.
    

    
      A Participant may change his investment
      request with respect to his Account(s) once in any calendar quarter.  An
      investment request made by a Participant under this §9.2 shall remain in
      effect from year to year until changed by the Participant as provided
      herein.
    

    
      All investment requests shall be made in
      accordance with procedures prescribed by the Committee.
    

    

    

    
      ARTICLE X
    

    
      DISTRIBUTION OF GRANDFATHERED AMOUNT
    

    
      § 10.1 Time
      of Payment. A Participant’s
      Grandfathered Amount under the Plan shall be paid, or commence to be
      paid, to him (or, in the event of his death, to his Beneficiary) as soon
      as practicable after (a) his termination of employment with the Employer
      and all affiliates for any reason, or (b) if he has not yet terminated
      employment, his Disability as determined by the Committee.
    

    
      § 10.2 Amount
      of Payment. The amount of
      benefits to be paid, or commence to be paid, to the Participant (or, in
      the event of his death, to his Beneficiary) shall be determined from the
      Grandfathered Amount credited to his Accounts as of the Valuation Date
      designated by the Committee. No adjustment shall be made in the amount
      of any payment for earnings, and investment gains or losses, of the
      Reference Funds for the period from the applicable Valuation Date to the
      actual date of such payment.
    

    

    

    
      
        

        

      

      
        
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      § 10.3 Method
      of Payment. If benefits under
      the Plan become payable to a Participant for any reason other than the
      Participant’s death, such benefits shall be distributed in accordance
      with this §10.3.
    

    
      (a)  Lump
      Sum.  Except as provided in
      §10.3(b), all benefits shall be paid in a lump sum cash payment.
    

    
      (b)  Installment
      Payments.  A Participant may
      elect, in lieu of a lump sum payment, to have his benefit distributed to
      him in approximately equal monthly installments over a specified number
      of years not exceeding 15 years.  The Participant shall specify the
      installment period at the time he elects installment payments.  Under
      the installment payment method, a Participant’s remaining Grandfathered
      Amount credited to his Accounts shall continue to receive earnings
      credits under Article IX until distributed.  The amount of each monthly
      payment shall be determined by multiplying the value of the
      Participant’s Grandfathered Amounts credited to his Accounts as of the
      last Valuation Date of the prior month by a fraction, the numerator of
      which is one, and the denominator of which is the number of monthly
      installment payments remaining to be made.
    

    
      An election under this §10.3(b) to receive
      installment payments shall be made in writing, on the form prescribed by
      the Committee, and filed with the Committee. Such election shall be
      effective only if, upon the occurrence of an event described in §10.1
      which entitles the Participant to the payment of benefits, both of the
      following requirements are met:
    

    
      (i)  A period of at least fifteen months
      has elapsed since the Committee actually received the Participant’s
      election; and
    

    
      (ii)  The value of the Participant’s
      vested Accrued Benefit, as of the Valuation Date provided in §10.2,
      exceeds $10,000.
    

    
      A Participant who has made an election
      under this §10.3(b) to receive installment payments may revoke or modify
      such election by filing a subsequent election with the Committee,
      provided, however, that such subsequent election shall become effective
      only if it meets the same requirements as apply to an initial election
      of installment payments under this paragraph.  Upon the occurrence of an
      event described in §10.1 which entitles the Participant to the payment
      of benefits, any election under this §10.3(b) which is then effective
      shall be irrevocable and binding on the Participant, and any election
      (or subsequent election) which has not yet become effective shall be
      null and void.
    

    
      A Participant who has elected installment
      payments under this §10.3(b) may further elect whether, in the event of
      his death after the installment payments have commenced, any
      Grandfathered Amounts remaining in his Accounts shall be distributed to
      his Beneficiary by the continuation of such installment payments for the
      remainder of the installment period, or in a lump sum payment as soon as
      practical after his death.  The Participant may make this election, and
      may revoke an election or file a subsequent election, in writing, on the
      form provided by the Committee, and filed with the Committee at any time
      prior to his death.  If there is no election in effect at the time of
      the Participant’s death during the installment period, any Grandfathered
      Amounts remaining in his Accounts will be paid to his Beneficiary in a
      lump sum.
    

    

    

    
      
        

        

      

      
        
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      § 10.4 Death
      of Participant. If a
      Participant’s benefit becomes payable under §10.1 on account of the
      Participant’s death, his Grandfathered Amount shall be paid, or commence
      to be paid, to his Beneficiary in accordance with this §10.4.
    

    
      (a)  Lump
      Sum.  Unless the Participant
      had made a valid election under §10.4(b) prior to his death, his
      Grandfathered Amount, valued in accordance with §10.2, shall be paid to
      his Beneficiary in a lump sum cash payment within the time provided in
      §10.1.
    

    
      (b)  Installment
      Payments.  A Participant may
      elect that any benefit which becomes payable under §10.1 upon his death
      shall be distributed to his Beneficiary in approximately equal monthly
      installments over a specified number of years not exceeding 15
      years.  The Participant shall specify the installment period at the time
      he makes this election.  The amount of each installment payment shall be
      determined in the manner described in §10.3(b).
    

    
      An election under this §10.4(b) shall be
      made in writing, on the form prescribed by the Committee, and filed with
      the Committee.  Such election shall only be effective if both of the
      following requirements are met:
    

    
      (i)  The election is actually received by
      the Committee prior to the Participant’s death; and
    

    
      (ii)  The value of the Participant’s
      Accrued Benefit, as of the Valuation Date provided in §10.2, exceeds
      $10,000.
    

    
      The Participant may make this election,
      and may revoke an election or file a subsequent election, in writing, on
      the form provided by the Committee, and filed with the Committee at any
      time prior to his death (or prior to his commencement of receipt of Plan
      benefits).
    

    

    

    
      ARTICLE XI
    

    
      DISTRIBUTION OF CODE SECTION 409A AMOUNT
    

    
      § 11.1 Time
      of Payment.
    

    
      (a)  Payment
      Events.  A Participant’s vested
      Code Section 409A Amount shall become payable on the earliest of the
      following:
    

    
      (i)  The Participant’s Separation from
      Service;
    

    
      (ii)  The Participant’s death; or
    

    
      (iii)  The Participant’s Disability.
    

    

    

    
      
        

        

      

      
        
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      (b)  Payment
      Date.  Except as otherwise
      provided in §11.3(b)(iii), the payment commencement date shall be
      determined as follows:
    

    
      (i)  If the vested Code Section 409A
      Amount becomes payable upon Separation from Service, the payment
      commencement date shall be the first business day of the first month
      following the six month anniversary of his Separation from Service,
      subject to such later date as may be required pursuant to an election
      under §11.3(b)(iii);
    

    
      (ii)  If the vested Code Section 409A
      Amount becomes payable as a result of Disability, the payment
      commencement date shall be on the first business day of the sixth month
      following his Disability;
    

    
      (iii)  If the vested Code Section 409A
      Amount becomes payable as a result of death, the payment commencement
      date shall be on the last business day of the first month following his
      date of death.
    

    
      § 11.2 Amount
      of Payment. The amount of
      benefits to be paid, or commence to be paid, to the Participant (or, in
      the event of death, to his Beneficiary) shall be determined from the
      vested Code Section 409A Amount credited to his Accounts as of the
      Valuation Date prior to the date specified in §11.1 above, and in the
      event of installments, as of each Valuation Date preceding each
      installment payment.
    

    
      § 11.3 Payment
      to Participant.
    

    
      (a)  Method
      of Payment.  If benefits under
      the Plan become payable to a Participant for any reason other than the
      Participant’s death, such benefits shall be distributed in accordance
      with this §11.3.
    

    
      (i)  Lump sum, which shall be the default
      method of payment in the event no election (or no effective election) is
      made.
    

    
      (ii)  Monthly installment payments over a
      specified number of years not to exceed 15 years.
    

    
      Under the installment payment method, a
      Participant’s remaining vested Code Section 409A Amount to which such
      installment payment method applies shall continue to receive earnings
      credits under Article IX until distributed.  The amount of each monthly
      payment shall be determined by multiplying the value of the
      Participant’s vested Code Section 409A Amount to which such installment
      payment method applies credited to his Accounts as of the last Valuation
      Date of the prior month by a fraction, the numerator of which is one,
      and the denominator of which is the number of monthly installment
      payments remaining to be made.
    

    
      Notwithstanding the foregoing, if the
      value of the Participant’s vested Accrued Benefit as of the Valuation
      Date with respect to which installment payments are to commence does not
      exceed $10,000, payment shall instead be made in one lump sum, provided
      that such payment results in the termination and liquidation of the
      Participant’s entire interest under this Plan and any other plan
      required to be aggregated with this Plan under Treas. Reg.
      §1.409-1(c)(2) or any successor thereto.
    

    

    

    
      
        

        

      

      
        
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      (b)  Method
      of Payment Election.  An
      election under this §11.3(b) with respect to the method of payment shall
      be made in writing, in accordance with procedures prescribed by the
      Committee.  An election under paragraph (i), (ii) or (iii) of this
      §11.3(b) shall be irrevocable upon delivery to the Committee.  An
      election under paragraph (iv) of this §11.3(b) shall be irrevocable once
      the applicable election period has expired.  An election under this
      §11.3(b) shall be effective only if, upon the occurrence of the event
      which entitles the Participant to the payment of benefits, or if later,
      upon a specified date pursuant to an earlier election under (iii) below,
      the election meets one of the following requirements:
    

    
      (i)  The election was made at the time the
      Participant was first eligible to elect to make Deferral Amounts under
      the Plan;
    

    
      (ii)  A period of at least fifteen months
      has elapsed since the Committee actually received the Participant’s
      election during the transition election period described in §11.5;
    

    
      (iii)  The election was made at least
      fifteen months in advance of the date payment was scheduled to be made
      or to commence in the absence of such election and except for payment as
      a result of Disability, delays payment or commencement of payment for at
      least five years; or
    

    
      (iv)  The election was made by the
      Participant in the first calendar year with respect to which the
      Participant was eligible to have Employer Supplemental Amounts credited
      to his Account, such election to (A) be made during such period within
      such year and in accordance with procedures as the Committee shall
      prescribe, and (B) apply solely to Employer Supplemental Amounts related
      to Compensation for services performed after such calendar year (or, in
      the case of bonus or incentive compensation paid with respect to a
      performance period, for a performance period which begins after such
      calendar year), and investment gains or losses thereon.
    

    
      Upon the occurrence of an event described
      in §11.1 which entitles the Participant to the payment of benefits, any
      election under this §11.3(b) which has not yet become effective shall be
      null and void.
    

    
      In the event of a Participant’s death
      after the installment payments have commenced, any vested Code Section
      409A Amounts remaining in his Accounts shall be paid to his Beneficiary
      in a lump sum.  Such lump sum payment shall be made as of the last
      business day of the first month following the date of death.
    

    
      § 11.4 Death
      of Participant. If a
      Participant’s benefit becomes payable under §11.1 on account of the
      Participant’s death, his vested Code Section 409A Amount shall be paid,
      in one lump sum to his Beneficiary in accordance with §11.1(b)(iii).
    

    

    

    
      
        

        

      

      
        
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      § 11.5 Transition
      Election. During 2006, 2007,
      and 2008, a Participant was permitted to elect either a lump sum payment
      or installment payments with respect to payments to be made upon
      Separation from Service or Disability, in accordance with the terms of
      the Plan as then in effect.
    

    
      § 11.6 Compliance
      Failure. Notwithstanding any
      provision of this Plan to the contrary, in the event of the failure to
      comply with the requirements of Code Section 409A and the regulations
      thereunder and the resultant inclusion in income of a Participant’s Code
      Section 409A Amount hereunder, the amount required to be included in
      income as a result of such failure shall be distributed to the
      Participant at the time it is determined that such amount is includable
      in income as a result of such failure.
    

    
      § 11.7 Tax
      Gross-Up for Certain Compliance Failures.
    

    
      (a)  Payment.  Subject
      to the requirements stated in this §11.7, in the event that amounts
      hereunder become subject to the additional tax and interest under Code
      Section 409A (“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 the Participant), the
      Company shall pay to the Participant an amount equal to such 409A
      additional tax and any additional taxes imposed upon the Participant 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 §11.7 as a result of compensation required to be included in gross
      income by reason of Code section 409A(b)(3).  The 409A Gross-Up Payment
      shall be paid to the Participant within five business days of the date
      such taxes are remitted to the applicable taxing authority, subject to
      the notification requirements set forth in §11.7(b) in the event such
      taxes are not remitted by withholding, but in no event later than the
      end of the Participant’s taxable year next following the Participant’s
      taxable year in which the Participant remits such taxes.
    

    
      (b)  Notification
      and Right to Contest.  A
      Participant 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 such Participant 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.  The Participant 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 the Participant in writing prior to the
      expiration of such period that it desires to contest such claim, or if
      the Company notifies the Participant at the time of payment of the
      Gross-Up Payment under §11.7(a) that it desires to contest the
      application of the 409A additional tax (in either case, a “claim”), the
      Participant 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 
    

    

    

    
      
        

        

      

      
        
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      (including additional interest and
      penalties) incurred in connection with such contest and shall indemnify
      and hold such Participant 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 §11.7 shall be paid by the Company within thirty (30) days of
      the date payment of such expenses is due, 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
      §11.7(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 the Participant 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 the Participant 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 the Participant 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.
    

    
      (c)  Refund.  If
      a Participant 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, the Participant shall pay the refund to the
      Company within five business days of the receipt of any such refund.
    

    
      (d)  Delayed
      Payment Date.  Notwithstanding
      the foregoing provisions of this §11.7, if under Code section 409A any
      payment under this §11.7 is considered to be due as a result of the
      Participant’s Separation from Service and the stock of the Company (or
      the stock of any 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 at the time of
      the Participant’s Separation from Service, no payment shall be made
      pursuant to this §11.7 prior to the six-month anniversary of such
      Separation from Service.
    

    

    

    
      ARTICLE XII
    

    
      NONALIENATION OF BENEFITS
    

    
      § 12.1 Nonalienation
      of Benefits. Except as provided
      in §12.2 with respect to certain domestic relations orders, none of the
      benefits or rights of a Participant or any Beneficiary under this Plan
      shall be subject to the claim of any creditor of such Participant or
      Beneficiary. In particular, to the fullest extent permitted by law, all
      such benefits and rights shall be free from attachment, garnishment or
      any other legal or equitable process available to any creditor of the
      Participant or his Beneficiary. Neither the Participant nor his
      Beneficiary shall have the right to alienate, anticipate, commute,
      pledge, encumber or assign any of the payments which he may expect to
      receive, contingently or otherwise, under this Plan.
    

    

    

    
      
        

        

      

      
        
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      § 12.2 Domestic
      Relations Orders. In the event
      a Participant's benefit under the 401(k) Plan is subject to a qualified
      domestic relations order (as defined in Code §414(p)), the benefit
      provided by this Plan shall be paid without regard to the order, unless
      the order specifically applies to benefits payable under this Plan.
    

    

    

    
      ARTICLE XIII
    

    
      SOURCE OF FUNDS
    

    
      § 13.1 In
      General. This Plan shall be
      unfunded, and, except as provided in §13.2, payment of benefits
      hereunder shall be made from the general assets of the Employer. Any
      assets which may be set aside, earmarked or identified as being intended
      for the provision of benefits under this Plan, shall remain an asset of
      the Employer and shall be subject to the claims of its general
      creditors. Each Participant and Beneficiary shall be a general creditor
      of the Employer to the extent of the value of his Accrued Benefit, and
      he shall have no right, title or interest in any specific asset that the
      Employer may set aside or designate as intended to be applied to the
      payment of benefits under this Plan. The Employer's obligation under the
      Plan shall be merely that of an unfunded and unsecured promise of the
      Employer to pay money in the future.
    

    
      § 13.2 Grantor
      Trust. Notwithstanding §13.1,
      assets may be set aside in a grantor trust and earmarked as being
      intended for the provision of benefits under this Plan, provided all of
      the following requirements are met:
    

    
      (a)  Participants continue to be general
      and unsecured creditors of the Employer with respect to assets set aside
      in the trust;
    

    
      (b)  In the event of the Employer's
      bankruptcy or insolvency, assets set aside in the trust are subject to
      the claims of the  Employer's creditors;
    

    
      (c)  The Board and the Chief Executive
      Officer of the Company have a duty to inform the trustee of the trust of
      the Employer's bankruptcy or insolvency; and
    

    
      (d)  The trust provides that, upon receipt
      of the notice described in subsection (c) above, the trustee shall stop
      paying benefits to Participants; and upon a determination of
      the  Employer's bankruptcy or insolvency, the trustee of the trust shall
      hold the assets set aside in the trust for the benefit of the Employer's
      creditors (including the Participants and Beneficiaries under this Plan).
    

    

    

    
      ARTICLE XIV
    

    
      ADMINISTRATION
    

    
      § 14.1 The
      Committee. This Plan shall be
      administered by the Committee. The Committee and/or its appointed
      representative shall have sole discretion to construe and interpret the
      provisions of the Plan and to determine all questions concerning benefit
      entitlements, including the power to construe and determine disputed or
      doubtful terms. To the maximum extent permissible under law, the
      determinations of the Committee and/or its appointed representative on
      all such matters shall be final and binding upon all persons involved.
    

    

    

    
      
        

        

      

      
        
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      § 14.2 Records
      and Reports. The Committee or
      its appointed representative shall keep a record of its proceedings and
      actions and shall maintain, or cause to be maintained, all books of
      account, records and other data as shall be necessary for the proper
      administration of the Plan. Such records shall contain all relevant data
      pertaining to individual Participants and their rights under the Plan.
      The Committee or its appointed representative shall have the duty to
      carry into effect all rights or benefits provided hereunder to the
      extent assets of the Employer are properly available therefor.
    

    
      § 14.3 Payment
      of Expenses. The Employer shall
      pay all expenses of administering the Plan. Such expenses shall include
      any expenses incident to the functioning of the Committee or its
      appointed representative.
    

    
      § 14.4 Indemnification
      for Liability. The Employer
      shall indemnify the members of the Committee, and the employees of the
      Employer to whom the Committee delegates duties under the Plan, against
      any and all claims, losses, damages, expenses and liabilities arising
      from their carrying out of their responsibilities in connection with the
      Plan, unless the same is determined to be due to gross negligence or
      willful misconduct.
    

    
      § 14.5 Claims
      Procedure. The procedure for
      presenting claims under the Plan and appealing denials thereof shall be
      as follows:
    

    
      (a)  Filing
      of Claims.  Any Participant,
      Beneficiary or representative thereof (the "claimant") may file a
      written claim for a Plan benefit with the Committee or its appointed
      representative.
    

    
      (b)  Notice
      of Denial of Claim.  In the
      event of a denial of any benefit requested by any claimant, the claimant
      shall be given a written or electronic notification containing specific
      reasons for the denial.  The written notification shall contain specific
      reference to the pertinent Plan provisions on which the denial is
      based.  In addition, it shall contain a description of any additional
      material or information necessary for the claimant to perfect a claim
      and an explanation of why such material or information is
      necessary.  The notification shall also describe the Plan’s review
      procedures and the time limits applicable to such procedures, including
      a statement of the claimant’s right to bring a civil action under
      §502(a) of ERISA following an adverse benefit determination on
      review.  The notification shall be given to the claimant within 90 days
      after receipt of his claim by the Committee or its appointed
      representative unless special circumstances require an extension of time
      for processing, in which case written notice of the extension shall be
      furnished to the claimant prior to the termination of the original
      90-day period, and such notice shall indicate the special circumstances
      which make the extension appropriate.  The extension shall not exceed a
      total of 180 days from the date of the original receipt of the claim.
    

    

    

    
      
        

        

      

      
        
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      (c)  Right
      of Review.  The claimant may
      make a written request for a review of his claim and its denial by the
      Committee or its appointed representative.  Such written request must be
      received by the Committee or its appointed representative within 60 days
      after receipt by the claimant of written notification of the denial of
      the claim.  The claimant shall be provided, upon request and free of
      charge, reasonable access to, and copies of, all documents, records, and
      other information relevant to the claimant’s claim for benefits.  The
      claimant shall also have the opportunity to submit comments, documents,
      records, and other information relating to the claim for benefits, and
      the Committee shall take into account all such information submitted
      without regard to whether such information was submitted or considered
      in the initial benefit determination.
    

    
      (d)  Decision
      on Review.  The Committee shall
      make its decision on review no later than 60 days after receipt of the
      claimant’s request for review, unless special circumstances require an
      extension of time, in which case notice of the extension and
      circumstances shall be provided to the claimant prior to the termination
      of the initial 60-day period and a decision shall be rendered as soon as
      possible but not later than 120 days after receipt of the request for
      review; provided, however, that in the event the claimant fails to
      submit information necessary to make a benefit determination on review,
      such period shall be tolled from the date on which the extension notice
      is sent to the claimant until the date on which the claimant responds to
      the request for additional information.  The decision on review shall be
      written or electronic and, in the case of an adverse determination,
      shall include specific reasons for the decision, in a manner calculated
      to be understood by the claimant, and specific references to the
      pertinent Plan provisions on which the decision is based.  The decision
      on review shall also include (i) a statement that the claimant is
      entitled to receive, upon request and free of charge, reasonable access
      to, and copies of, all documents, records, or other information relevant
      to the claimant’s claim for benefits; and (ii) a statement describing
      any voluntary appeal procedures offered by the Plan, and a statement of
      the claimant’s right to bring an action under §502(a) of ERISA.
    

    
      (e)  Disability.  Notwithstanding
      any provision of this §14.5 to the contrary, to the extent such
      regulations so require, determinations as to whether Plan provisions
      regarding disability apply to a Participant shall be made in accordance
      with the Department of Labor’s claims procedure regulations applicable
      to claims for disability benefits.
    

    
      (f)  General.  It
      is intended that the claims procedure of this Plan be administered in
      accordance with the claims procedure regulations of the Department of
      Labor set forth at 29 C.F.R. §2560.503-1.  A claimant shall have no
      right to bring any action in any court regarding a claim for benefits
      prior to filing a claim for benefits and exhausting his or her rights to
      review under this §14.5 in accordance with the time frames set forth
      herein.
    

    

    

    
      ARTICLE XV
    

    
      AMENDMENT AND TERMINATION
    

    
      § 15.1 Amendment.
      The Board shall have the right to amend or modify the Plan at any time
      (whether before or after a Participant’s Separation from Service) and
      for any reason, including any amendments deemed necessary or desirable
      in order to avoid the additional tax under Code section 409A(a)(1)(B)
      and maintain, to the maximum extent practicable, the original intent of
      the provision(s) being amended. The Retirement Plans Committee appointed
      by the Board shall have such authority to amend the Plan, with respect
      to matters that do not relate to Employer Supplemental Amounts, as shall
      be delegated to it by the Board in the Retirement Plans Committee
      Charter or by resolution.
    

    

    

    
      
        

        

      

      
        
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      § 15.2 Termination.
      The Board shall have the right to terminate the Plan, in whole or in
      part, at any time and for any reason.
    

    
      § 15.3 Limitations.
      No amendment or termination of the Plan shall decrease the amount of any
      Participant's Accrued Benefit as of the date of amendment or
      termination, or change (in a manner that would adversely affect a
      Participant) the vesting rules with respect to amounts credited to the
      Participant’s Employer Supplemental Account prior to the date such
      amendment is adopted.
    

    

    

    
      ARTICLE XVI
    

    
      MISCELLANEOUS PROVISIONS
    

    
      § 16.1 No
      Contract of Employment. Nothing
      contained herein shall be construed as conferring upon any person the
      right to be employed by the Employer or to continue in the employ of the
      Employer, and nothing contained herein shall be construed to limit the
      right of the Employer to terminate the employment of any Eligible
      Employee.
    

    
      § 16.2 Beneficiary
      Designation. A Participant may
      designate a Beneficiary (or Beneficiaries) to receive any benefit
      payable under the Plan upon his death. Such designation shall be made in
      writing, on the form prescribed by the Committee and filed with the
      Committee. A Participant may, at any time, change his Beneficiary
      designation by completing and filing a new designation form, provided,
      however, that no such designation shall be given effect unless it is
      received by the Committee prior to the Participant’s death.
    

    
      If a Participant dies without effectively
      designating a surviving beneficiary his Beneficiary under this Plan
      shall be the same as his beneficiary under the 401(k) Plan, or, if he
      has no 401(k) Plan benefit, his benefit under this Plan shall be paid to
      his estate or legal representative.
    

    
      § 16.3 Payment
      to Guardian. If an amount is
      payable under this Plan to a minor, a person declared incompetent or a
      person incapable of handling the disposition of property, the Committee
      or its appointed representative may direct the payment of the amount to
      the guardian, legal representative or person having the care and custody
      of the minor, incompetent or incapable person. The Committee or its
      appointed representative may require such proof of incompetency,
      minority, incapacity or guardianship as it may deem appropriate prior to
      the distribution of the amount. The distribution shall completely
      discharge the Committee and its appointed representative and the
      Employer from all liability with respect to the amount distributed.
    

    

    

    
      
        

        

      

      
        
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      § 16.4 Withholding;
      Payroll Taxes. The Employer
      shall withhold from payments made under the Plan any taxes required to
      be withheld from a Participant's wages for federal, state or local
      government income or other payroll taxes.
    

    
      § 16.5 Applicable
      Law. The provisions of this
      Plan shall be construed and interpreted so as to avoid the additional
      tax under Code Section 409A(a)(1)(B) and otherwise according to the laws
      of the State of Tennessee (without reference to principles of conflicts
      of law) to the extent not superseded by federal law.
    

    
      § 16.6 Headings.
      The headings of the Articles and Sections of the Plan are for reference
      only. In the event of a conflict between a heading and the contents of
      an Article or Section, the contents of the Article or Section shall
      control.
    

    
      § 16.7 Entire
      Agreement. This Plan contains
      the entire agreement by the Employer with respect to the subject matter
      hereof. No modification or claim of waiver of any of the provisions
      hereof shall be valid unless in writing and signed by the party against
      whom such modification or waiver is sought to be enforced.
    

    
      § 16.8 Successors.
      The provisions of this Plan shall bind and inure to the benefit of the
      Employer and its successors and assigns. The term "successors" as used
      herein shall include any corporate or other business entity which shall,
      whether by merger, consolidation, purchase or otherwise, acquire all or
      substantially all of the business and assets of the Employer and
      successors of any such corporation or other business entity.
    

    

    

    
      IN WITNESS WHEREOF, Thomas & Betts
      Corporation has caused these presents to be duly executed this 1st day
      of September, 2010.
    

    

    

    
    	
          Attest:
        	
           
        	
          THOMAS & BETTS CORPORATION
        
	
           
        
	
          /s/
        	

        	
          By:
        	
          /s/
        
	
          Secretary
        	

        	

        	

        


    

    

    

    

    

    

    

    
      
        

        

      

      
        
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      APPENDIX A
    

    
      PARTICIPATING EMPLOYERS
    

    
    	
          
            Name
          

        	
           
        	
          
            Date of Participation
          

        
	
           
        
	
          Thomas & Betts Power
        	

        	
          January 1, 2008
        
	
          Solutions, LLC
        	

        	

        
	
           
        
	
          Jennings Technology Co., LLC
        	

        	
          January 1, 2008
        


    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      APPENDIX B
    

    
      EMPLOYER SUPPLEMENTAL AMOUNTS
    

    

    

    
    	
          
            Eligible Employee
          

        	
          
            Participation Date
          

        	
          
            Cessation Date
          

        
	

        	

        	
           
        
	
          Peggy P. Gann
        	
          May 5, 2010
        	
          N/A