Exhibit 10.1
    

    

    

    
      RETIREMENT AND CONSULTING AGREEMENT 
    

    

    

    
      This Retirement and Consulting Agreement (“Agreement”) is entered into
      by and between Thomas & Betts Corporation, a Tennessee corporation (the
      “Company”), and Kenneth W.  Fluke (“Executive”).
    

    
      BACKGROUND:
    

    
      Executive is employed by the Company as its Senior Vice President and
      Chief Financial Officer.   Executive has informed the Company of his
      intention to retire in October 2009.  The Company and Executive desire
      to provide certain retirement benefits and to provide for continued
      services in a consulting capacity following retirement, all to ensure
      smooth transition.  The Company and Executive intend, by this Agreement,
      to establish the terms and conditions of Executive’s retirement and
      consulting services.
    

    
      NOW, THEREFORE, in consideration of the mutual promises and covenants
      herein contained and intending to be legally bound hereby, the Company
      and Executive agree as follows:
    

    
      1.      Retirement.  Executive’s
      retirement shall occur automatically pursuant to the terms of this
      Agreement on October 1, 2009 (the “Retirement Date”) in the event
      Executive’s death or other termination of employment has not occurred
      before the Retirement Date.   Upon Executive’s retirement on the
      Retirement Date, Executive shall be entitled to the Retirement benefits
      set forth in Section 2 and the payments set forth in Section 3 of this
      Agreement.  Executive shall not be entitled to any benefits or payments
      under this Agreement if Executive’s death or other termination of
      employment occurs before the Retirement Date.
    

    
      2.      Retirement Benefits.
    

    
      (a)      Discretionary Bonus.  The
      Company shall pay Executive (or his beneficiary) a lump sum payment
      during the 21⁄2 month period ending March 15, 2010 equal to 100% of the
      annual bonus that would have been payable to Executive under the terms
      of the Thomas & Betts Corporation Management Incentive Plan with respect
      to performance during 2009 had Executive been employed by the Company on
      the date payments are made to employees under such Plan.
    

    
      (b)      Options and Restricted Stock.  The
      Company’s Compensation Committee shall take any and all actions
      necessary under the Thomas & Betts Corporation 2008 Stock Incentive Plan
      and the Thomas & Betts Corporation Equity Compensation Plan to (i) waive
      the forfeiture of Executive’s restricted stock that would otherwise
      occur on October 2, 2009, (ii) provide that the restricted stock held by
      Executive on October 1, 2009 shall become vested on the date such
      restricted stock was scheduled to vest (absent Executive’s termination
      of employment) provided Executive complies with the terms of the
      Employment Proprietary Information and Invention Agreement signed by
      Executive on June 12, 2000 (the “Non-compete Agreement”), (iii) cause
      all options granted to Executive and outstanding on the Retirement Date
      to become fully vested on the Retirement Date, and (iv) cause all such
      options to remain exercisable until the earliest of (A) the stated
      expiration date of the option, (B) the third anniversary of the
      Retirement Date, or (C) the tenth anniversary of the original date of
      grant of the option.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (c)      Benefits under Company Plans
      and Arrangements.  Executive shall be entitled to benefits under the
      following plans and arrangements in accordance with the terms of the
      applicable plan or arrangement:  (i) the Thomas & Betts Corporation
      Executive Retirement Plan; (ii) The Thomas & Betts Corporation
      Supplemental Executive Investment Plan; (iii) Part A of the Thomas &
      Betts Pension Plan; (iv) the Thomas & Betts Corporation Employees’
      Investment Plan; (v) the executive life insurance program (with no
      further premium payments made by the Company);  (vi) the Indemnity
      Agreement entered into between the Company and Executive; and (vii)
      coverage under the Company’s D&O policy.
    

    
      (d)      COBRA.  Upon Executive’s
      Retirement, Executive shall be entitled to elect continuation coverage
      pursuant to section 4980B of the Internal Revenue Code of 1986, as
      amended, under Company’s group health plans.
    

    
      3.      Consulting Arrangement.  Executive
      shall provide services to the Company as a consultant during the period
      beginning October 2, 2009 and ending December 31, 2009 (the “Consulting
      Period”).
    

    
      (a)      Duties and Responsibilities.  During
      the Consulting Period, Executive shall have such duties and
      responsibilities as are determined from time to time by the Chief
      Executive Officer.  During the Consulting Period, Executive’s services
      to the Company are expected to include, [among other things, advice and
      assistance with strategic opportunities.]  However, Executive will not
      act as an agent of the Company without the prior written consent of the
      Chief Executive Officer, Executive’s time commitment to the Company
      shall not exceed 20% of the average level of services performed by
      Executive during the 36-month period immediately preceding the
      Retirement Date, and Executive shall not be required to travel outside
      of the Memphis area more than two business days in any calendar month.
    

    
      (b)      Payment during Consulting
      Period.  During the Consulting Period, the Company shall pay
      Executive (or his beneficiary) $40,111.00 per month for consulting
      services, with payments being made on the date Executive would have
      received payments of base salary had he continued in employment during
      the Consulting Period.   Such payments shall be made regardless of the
      amount of services provided by Executive during the Consulting Period.
    

    
      4.      Successors and Assigns.  This
      Agreement may not be assigned by Executive.  This Agreement shall be
      binding upon and inure to the benefit of the parties hereto and
      Executive’s heirs and personal representatives and Company’s successors
      and assigns.
    

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

    
      6.      Severability.  If any
      provision of this Agreement shall be adjudged by any court of competent
      jurisdiction to be invalid or unenforceable for any reason, such
      judgment shall not affect, impair or invalidate the remainder of this
      Agreement.
    

    
      
        

        

      

      
        
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      7.      Prior Understandings.  This
      Agreement supersedes all other oral or written agreements or
      understandings between the Company and Executive regarding the subject
      matter hereof, other than the Non-Compete Agreement.  No change,
      alteration or modification hereof may be made except in a writing,
      signed by the parties hereto.  The headings in this Agreement are for
      convenience and reference only and shall not be construed as part of
      this Agreement or to limit or otherwise affect the meaning hereof.
    

    
      8.      Cooperation.  Executive
      agrees to promptly do such acts, and execute, and deliver all such
      papers, including but not limited to resignation from the board of
      directors of any Company subsidiary, as may be necessary or desirable in
      the sole discretion of the Company to reflect Executive’s
      retirement.  Executive further agrees to provide his best efforts to
      cooperate in any investigation or legal proceeding if requested to do so
      by the Company, and agrees to exercise his best care and efforts to
      protect the best interests of the Company (and its affiliates) to the
      extent he is requested to participate in any such investigation or
      proceeding.  Executive further agrees not to voluntarily cooperate or
      participate in any investigation or legal proceeding on behalf of any
      person or entity adverse to the Company (or its affiliates) without
      first being required by legal process to do so.  In the event
      Executive’s participation or cooperation is requested regarding any
      matter or issue in any way relating to the Company (or its affiliates),
      Executive agrees to provide immediate notification to the Company’s
      General Counsel and Corporate Secretary.
    

    
      9.      Execution in Counterparts.  This
      Agreement may be executed by the parties hereto in counterparts, each of
      which shall be deemed to be original, but all such counterparts shall
      constitute one and the same instrument, and all signatures need not
      appear on any one counterpart.
    

    
      10.     Choice of Laws.  Jurisdiction
      over disputes with regard to this Agreement shall be exclusively in the
      courts of the State of Tennessee, and this Agreement shall be construed
      and interpreted in accordance with and governed by the laws of the State
      of Tennessee (without reference to principles of conflicts of laws).
    

    
      IN WITNESS WHEREOF, the parties hereto have executed and delivered this
      Agreement.
    

    

    

    
    	
          June 8, 2009
        	
           
        	

        	
          /s/ Kenneth W. Fluke
        
	
          Date
        	

        	

        	
          KENNETH W. FLUKE
        
	

        	

        	

        	
           
        
	
          June 8, 2009
        	

        	

        	
          
            THOMAS & BETTS CORPORATION
          

        
	
          Date
        	

        	

        	
          
             
          

        
	

        	

        	
          By:
        	
          
            /s/ Thomas & Betts Corporation
          

        
	

        	

        	

        	
          Title:
        


    

    

    

    
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