Exhibit 10.1
    

    

    


    	
          THOMAS & BETTS CORPORATION
        
	
          2008 STOCK INCENTIVE PLAN
        
	
          PERFORMANCE STOCK UNIT AGREEMENT
        


    

    
           This Performance Stock Unit Agreement (the “Agreement”) is dated as
      of __________________ ___, 201__ (the “Grant Date”) between Thomas &
      Betts Corporation, a Tennessee corporation (the “Company”), and
      ________________________ (the “Grantee”).  Capitalized terms not defined
      herein shall have the meaning given such terms in the Thomas & Betts
      Corporation 2008 Stock Incentive Plan, as amended from time to time (the
      “Plan”), a copy of which has been provided to the Grantee.
    

    

    

    
      WITNESSETH
    

    

    

    
           WHEREAS, the Company wishes to award to the Grantee
      performance-based restricted stock units (“PSUs”);
    

    
           NOW THEREFORE, in consideration of the mutual covenants hereinafter
      set forth and for other good and valuable consideration, the legal
      sufficiency of which is hereby acknowledged, the parties hereto,
      intending to be legally bound hereunder, agree as follows:
    

    
      1.                 Grant.  The
      Company hereby grants to the Grantee a target award of _______________
      PSUs (the “Target PSUs”), with the number of PSUs earned to be based on
      performance (as provided in Paragraph 2 or 4, as applicable), subject to
      increase for dividend equivalent rights (as provided in Paragraph 5),
      and adjustment as provided in Sections 13 and 15 of the Plan.  Each PSU
      covered by this Agreement represents the right to receive one share of
      Common Stock on the Registration Date (as defined in Paragraph 9),
      subject to the vesting requirements set forth in Paragraphs 2 and
      4.  The Grantee agrees to be bound by all of the terms, provisions,
      conditions and limitations of the Plan (which are incorporated herein by
      reference) and this Agreement.  To the extent any conflict may exist
      between any term or provision of this Agreement and any term or
      provision of the Plan, the term or provision of the Plan shall control.
    

    
      2.                 Vesting
      Prior to Change of Control.  The performance period applicable to
      this grant of PSUs shall begin on January 1, 201__ and end on December
      31, 201__ (the “Performance Period”).   This Paragraph 2 shall apply if
      a Change of Control does not occur prior to the earlier of the Grantee’s
      Termination of Service or the latest date stated in the preceding
      sentence.  Subject to the employment requirements and adjustments stated
      in Paragraph 3, the number of PSUs becoming vested pursuant to this
      Paragraph 2 shall be equal to the Target PSUs (adjusted as provided in
      Sections 13 and 15 of the Plan) multiplied by the Payout
      Percentage.  The following schedule shall be used to determine the
      Payout Percentage:
    

    

    

    
    	
           
        	
          
            Thomas & Betts Corporation Total
          

          
            Shareholder Return (“TSR”) Ranking
          

        	
          Payout Percentage
        
	

        	
          80th Percentile or higher
        	
          200%
        
	

        	
          50th Percentile
        	
          100%
        
	

        	
          35th Percentile
        	
          50%
        
	

        	
          Below 35th Percentile
        	
          0%
        


    

    
      For purposes of this schedule:
    


    	
           
        	
          (a)
        	
          For results between performance levels, the Payout Percentage shall
          increase 3.33 percentage points (interpolated on a straight line
          basis) for each increase in Percentile (e.g., 37.5th
          Percentile = 58.33% Payout Percentage);
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    


    	
           
        	
          (b)
        	
          The Percentile of the Thomas & Betts Corporation TSR (defined as
          share price appreciation plus dividends reinvested) shall be the
          Company’s TSR for the Performance Period, as compared to the TSR for
          the companies, without replacement, which are in Standard & Poor’s
          Midcap 400 Composite Index (“Midcap 400”); and
        
	

        	

        	
           
        
	

        	
          (c)
        	
          The Company’s TSR shall be the Company’s TSR for the Performance
          Period calculated with dividends reinvested, for the Company’s
          common stock (“Company Stock”) as reported on the New York Stock
          Exchange ending on the last day of the Performance Period (or, if
          Company Stock is not traded on that date, on the next preceding
          trading date on which Company Stock is traded). For purposes of
          calculating TSR:
        


    


    	
           
        	
          (i)
        	
          The starting price for the Company Stock and the stock of each
          company in the Midcap 400 shall be the average of the closing price
          for each trading day within the 20 trading days ending on the day
          before the first day of the Performance Period; and
        
	

        	

        	
           
        
	

        	
          (ii)
        	
          The ending stock price for the Company Stock and the stock of each
          company in the Midcap 400 shall be the average of the closing prices
          for each trading day within the 20 trading days ending on the last
          day of the Performance Period.
        


    

    
      3.                 Employment
      Requirements and Adjustments.  Vesting pursuant to Paragraph 2 shall
      be subject to the following employment requirements and adjustments:
    


    	
           
        	
          (a)
        	
          If the Grantee has not incurred a Termination of Service during the
          Performance Period, the Grantee shall be vested as of the last day
          of the Performance Period in the number of PSUs determined pursuant
          to Paragraph 2, and no additional PSUs subject to this Agreement
          shall become vested thereafter;
        
	

        	

        	
           
        
	

        	
          (b)
        	
          If the Grantee’s Termination of Service occurs during the
          Performance Period for any reason other than death or Disability (as
          defined below), and Paragraph 3(d) does not apply to the Grantee,
          the Grantee shall not become vested in any PSUs pursuant to
          Paragraph 2;
        
	

        	

        	
           
        
	

        	
          (c)
        	
          If the Grantee’s Termination of Service occurs during the
          Performance Period as a result of death or Disability, the Grantee
          shall be vested as of the last day of the Performance Period in the
          number of PSUs determined pursuant to Paragraph 2 multiplied by the
          Fraction (as defined below), and no additional PSUs subject to this
          Agreement shall become vested thereafter; and
        
	

        	

        	
           
        
	

        	
          (d)
        	
          If (I) the Grantee has a Termination Protection Agreement in effect
          with the Company on the date of the Grantee’s Termination of
          Service, (II) the Grantee was an elected officer of the Company on
          the date such Termination Protection Agreement was entered into, and
          (III) the Grantee’s Termination of Service occurs during the
          Performance Period as a result of an Anticipatory Termination
          Triggering Event (as defined in such Termination Protection
          Agreement), then (A) the last day of the Performance Period shall be
          deemed to be the date of such Termination of Service for all
          purposes under this Agreement other than for purposes of determining
          the Fraction, (B) the Grantee shall be vested as of the last day of
          such Performance Period in the number of PSUs determined pursuant to
          Paragraph 2 multiplied by the Fraction, and (C) no additional PSUs
          subject to this Agreement shall become vested thereafter.
        


    

    
      For purposes of this Agreement:
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    


    	
           
        	
          (i)
        	
          “Disability” shall mean total disability or permanent disability as
          determined under the Company’s long-term disability plan in which
          the Grantee participates, as it exists from time to time; provided,
          however, if the Grantee does not participate in the Company’s
          long-term disability plan, then “Disability” means an illness or
          injury which prevents the Grantee from performing the Grantee’s
          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
        
	

        	

        	
           
        
	

        	
          (ii)
        	
          “Fraction” shall mean a fraction where the numerator shall be the
          number of days that have elapsed in the Performance Period through
          the date of the Grantee’s Termination of Service, and the
          denominator shall be the number of days in the Performance Period.
        


    

    
      4.                 Vesting
      on Change of Control.  If a Change of Control occurs during the
      Performance Period and the Grantee’s Termination of Service has not
      occurred prior to such Change of Control, then:
    


    	
           
        	
          (a)
        	
          The last day of the Performance Period shall be deemed to be the
          date of the Change of Control for all purposes under this Agreement;
        
	

        	

        	
           
        
	

        	
          (b)
        	
          The number of PSUs becoming vested pursuant to this Paragraph 4 on
          the date of such Change of Control shall be equal to the Target PSUs
          (adjusted as provided in Sections 13 and 15 of the Plan) multiplied
          by the Payout Percentage determined under Paragraph 2 (without
          proration); and
        
	

        	

        	
           
        
	

        	
          (c)
        	
          No additional PSUs subject to this Agreement shall become vested
          thereafter.
        


    

    
      5.                 Dividend
      Equivalent Rights.  The number of PSUs attributable to dividend
      equivalent rights shall be determined after the Grantee’s Payout
      Percentage has been determined and shall be equal to the sum of the
      product of the following determined as of each dividend payment date
      during the Performance Period: (i) the number of PSUs becoming vested
      pursuant to Paragraph 2 or Paragraph 4 (as applicable) plus any PSUs
      attributable to dividend equivalent rights with respect to prior
      dividend payment dates within the Performance Period, multiplied by (ii)
      the dollar amount of the per share cash dividend, and divided by (iii)
      the Fair Market Value of a share of Common Stock on the dividend payment
      date.
    

    
      6.                 Restrictions.  The
      Grantee may not sell, assign, transfer, pledge or otherwise encumber or
      dispose of the PSUs covered by this Agreement, and any attempt to do so
      shall be void.  
    

    
      7.                 Rights
      as Shareholder.  The Grantee shall have no rights as a shareholder
      with respect to PSUs covered by this Agreement unless and until shares
      of Common Stock are registered pursuant to Paragraph 9.  
    

    
      8.                 Withholding
      of Taxes.  The obligation to register shares of Common Stock on the
      Registration Date shall be subject to the Grantee satisfying applicable
      federal, state and local tax withholding requirements.  The Grantee may
      satisfy the federal, state and/or local withholding tax by electing to
      have the Company withhold shares of Common Stock that would otherwise be
      delivered on the Registration Date; provided, however, that the Company
      may limit the number of shares withheld to satisfy the tax withholding
      requirements to the extent necessary to avoid adverse accounting
      consequences.  Such election shall be made no later than the first
      anniversary of the Grant Date in accordance with procedures prescribed
      by the Committee; provided, however, that in the event vesting occurs
      before the first anniversary of the Grant Date under Paragraph 4 or
      under Paragraph 2 on account of an Anticipatory Termination Triggering
      Event, such election shall be made no later than the date of such Change
      of Control or ten days after such Anticipatory Termination Triggering
      Event, as applicable.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      9.                 Registration
      of Shares.  One share of Common Stock shall be registered in the
      Grantee’s name on the Registration Date for each PSU that becomes vested
      under Paragraph 2 or under Paragraph 4, and for each PSU attributable to
      dividend equivalent rights under Paragraph 5.   The “Registration Date”
      shall be (a) in the event PSUs become vested under Paragraph 2, and
      Paragraph 3(a) or 3(c) applies to the PSUs, within the Short-Term
      Deferral Period, (b) in the event PSUs become vested under Paragraph 2,
      and Paragraph 3(d) (regarding Anticipatory Termination) applies to the
      PSUs, on the 30th day following such Termination of Service,
      and (c) in the event PSUs become vested under Paragraph 4, no later than
      five days after the date of the Change of Control.  Any fractional PSU
      shall be payable in cash on the Registration Date.
    

    
      10.                Employment
      of Grantee.  Nothing in this Agreement shall be construed as
      constituting an agreement or understanding of any kind or nature that
      the Company or a Related Corporation shall continue to employ the
      Grantee, nor shall this Agreement affect in any way the right of the
      Company or a Related Corporation to terminate the employment of the
      Grantee at any time.
    

    
      11.                No
      Section 83(b) Election.  The Grantee may not make an election under
      section 83(b) of the Internal Revenue Code of 1986, as amended, with
      respect to PSUs.
    

    
      12.                Governing
      Law.  This Agreement shall be governed by the laws of the State of
      Tennessee (without reference to principles of conflicts of laws), to the
      extent not governed by Federal law.
    

    
           IN WITNESS WHEREOF, the Company has caused this Agreement to be
      duly executed by a duly authorized officer, and the Grantee has hereunto
      set his hand.
    


    	
          GRANTEE
        	
           
        	

        	
           
        	
          THOMAS & BETTS CORPORATION
        	

        
	

        	

        	

        	

        	

        	
           
        
	
           
        	

        	
          By:
        	

        	
           
        	

        
	
          Grantee’s Signature
        	

        	

        	

        	

        	

        
	

        	

        	

        	

        	

        	
           
        
	
           
        	

        	

        	

        	
           
        	

        
	
          Date
        	

        	

        	

        	
          Date