exv10w36






Exhibit 10.36




THE THOMAS & BETTS




SUPPLEMENTAL EXECUTIVE INVESTMENT PLAN




(As Amended and Restated Effective January 1, 2007)




(Including amendments adopted through December 20, 2007)




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I DEFINITIONS
	 	 	2	 
	§1.1 Account or Accounts
	 	 	2	 
	§1.2 Accrued Benefit
	 	 	2	 
	§1.3 Applicable Percent
	 	 	2	 
	§1.4 Beneficiary
	 	 	2	 
	§1.5 Board
	 	 	2	 
	§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
	 	 	3	 
	§1.12 Deferral Amount
	 	 	3	 
	§1.13 Disability
	 	 	3	 
	§1.14 Eligible Employee
	 	 	3	 
	§1.15 Employee
	 	 	3	 
	§1.16 Employer
	 	 	3	 
	§1.17 Employer Matching Amount
	 	 	3	 
	§1.18 Excess Compensation
	 	 	3	 
	§1.19 401(k) Plan
	 	 	3	 
	§1.20 Grandfathered Amount
	 	 	3	 
	§1.21 Highly Compensated Employee
	 	 	3	 
	§1.22 Participant
	 	 	3	 
	§1.23 Payroll Period
	 	 	4	 
	§1.24 Plan
	 	 	4	 
	§1.25 Plan Year
	 	 	4	 
	§1.26 Prior Plan Account
	 	 	4	 
	§1.27 Separation from Service
	 	 	4	 
	§1.28 Valuation Date
	 	 	4	 
	§1.29 Gender and Number
	 	 	4	 
	 
	 	 	 	 
	ARTICLE II PARTICIPATION
	 	 	4	 
	§2.1 Eligibility
	 	 	4	 
	§2.2 Participation
	 	 	4	 
	 
	 	 	 	 
	ARTICLE III DEFERRAL ELECTIONS
	 	 	5	 
	§3.1 For Salary Grades 18 and Below
	 	 	5	 
	§3.2 For Salary Grades 19 and Above
	 	 	5	 
	§3.3 Election Procedure
	 	 	5	 
	§3.4 Effect of Deferral Election
	 	 	6	 
	§3.5 Crediting Deferral Amounts
	 	 	6	 






 









 




TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page
	ARTICLE IV EMPLOYER MATCHING AMOUNTS
	 	 	6	 
	§4.1 Entitlement to Credit
	 	 	6	 
	§4.2 Employer Matching Formula
	 	 	6	 
	§4.3 Time for Crediting
	 	 	7	 
	 
	 	 	 	 
	ARTICLE V ACCOUNTS
	 	 	7	 
	§5.1 Participants’ Accounts
	 	 	7	 
	 
	 	 	 	 
	ARTICLE VI VESTING
	 	 	7	 
	§6.1 Vesting
	 	 	7	 
	 
	 	 	 	 
	ARTICLE VII EARNINGS CREDITS
	 	 	7	 
	§7.1 The Investment Funds
	 	 	7	 
	§7.2 Investment Requests
	 	 	8	 
	 
	 	 	 	 
	ARTICLE VIII DISTRIBUTION OF GRANDFATHERED AMOUNT
	 	 	8	 
	§8.1 Time of Payment
	 	 	8	 
	§8.2 Amount of Payment
	 	 	8	 
	§8.3 Method of Payment
	 	 	8	 
	§8.4 Death of Participant
	 	 	9	 
	 
	 	 	 	 
	ARTICLE IX DISTRIBUTION OF CODE SECTION 409A AMOUNT
	 	 	10	 
	§9.1 Time of Payment
	 	 	10	 
	§9.2 Amount of Payment
	 	 	11	 
	§9.3 Payment to Participant
	 	 	11	 
	§9.4 Death of Participant
	 	 	12	 
	§9.5 Transition Election
	 	 	12	 
	§9.6 Compliance Failure
	 	 	12	 
	§9.7 Tax Gross-Up for Certain Compliance Failures
	 	 	13	 
	 
	 	 	 	 
	ARTICLE X NONALIENATION OF BENEFITS
	 	 	14	 
	§10.1 Nonalienation of Benefits
	 	 	14	 
	§10.2 Domestic Relations Orders
	 	 	15	 
	 
	 	 	 	 
	ARTICLE XI SOURCE OF FUNDS
	 	 	15	 
	§11.1 In General
	 	 	15	 
	§11.2 Grantor Trust
	 	 	15	 
	 
	 	 	 	 
	ARTICLE XII ADMINISTRATION
	 	 	15	 
	§12.1 The Committee
	 	 	15	 
	§12.2 Records and Reports
	 	 	16	 
	§12.3 Payment of Expenses
	 	 	16	 
	§12.4 Indemnification for Liability
	 	 	16	 
	§12.5 Claims Procedure
	 	 	16	 






-ii-









 




TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page
	ARTICLE XIII AMENDMENT AND TERMINATION
	 	 	18	 
	§13.1 Amendment
	 	 	18	 
	§13.2 Termination
	 	 	18	 
	§13.3 Limitations
	 	 	18	 
	 
	 	 	 	 
	ARTICLE XIV MISCELLANEOUS PROVISIONS
	 	 	18	 
	§14.1 No Contract of Employment
	 	 	18	 
	§14.2 Beneficiary Designation
	 	 	18	 
	§14.3 Payment to Guardian
	 	 	19	 
	§14.4 Withholding; Payroll Taxes
	 	 	19	 
	§14.5 Applicable Law
	 	 	19	 
	§14.6 Headings
	 	 	19	 
	§14.7 Entire Agreement
	 	 	19	 
	§14.8 Successors
	 	 	19	 







-iii-









 








THE THOMAS & BETTS




SUPPLEMENTAL EXECUTIVE INVESTMENT PLAN




(As Amended and Restated Effective January 1, 2007)




     WHEREAS, on November 5, 1990, FL Industries, Inc. (“FLI”) adopted the FL Industries
Supplemental Executive Investment Plan (the “FLI Plan”) to provide certain of its management and
highly compensated employees with deferred compensation benefits which would otherwise have been
provided under FLI’s qualified retirement plans, but for limitations upon such benefits imposed by
the Internal Revenue Code of 1986, as amended (the “Code”); and



     WHEREAS, effective January 2, 1992, FLI was acquired by, and became a wholly-owned subsidiary
of Thomas & Betts Corporation (the “Company”); and



     WHEREAS, the FLI Plan was amended, effective September 1, 1992, to reflect the acquisition of
FLI by the Company and to make certain other changes; and



     WHEREAS, the FLI Plan was further amended and restated effective January 1, 1994, to extend
eligibility to certain employees of the Company, to make certain other modifications to the FLI
Plan, and to change the name of the FLI Plan to The Thomas & Betts Supplemental Executive
Investment Plan (the “Plan”); and



     WHEREAS, the Company has subsequently amended the Plan from time to time; and



     WHEREAS, the purposes of the Plan are (i) to give certain employees who are eligible to
participate in the Thomas & Betts Corporation Employees’ Investment Plan (the “401(k) Plan”) the
opportunity to defer compensation, and to be credited with employer matching contributions, in
excess of certain limitations on employee deferrals and employer matching contributions under the
401(k) Plan and (ii) to give senior executives of the Company an opportunity to defer additional
portions of their compensation which they would otherwise receive currently; and



     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 in compliance with section 409A of the
Internal Revenue Code, as amended (“Code”); and



 









 





     WHEREAS, the Company desires to amend and restate the Plan in order to provide separate
elections for grandfathered amounts and amounts subject to Code section 409A;



     NOW, THEREFORE, effective January 1, 2007, 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 V.



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



     §1.3 Applicable Percent: The Applicable Percent shall be five percent.



     §1.4 Beneficiary: The person or entity designated by the Participant in accordance
with §14.2 (or otherwise determined in accordance with §14.2) 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: The Retirement Plans Committee appointed by the 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. 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.



- 2 -









 





     §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.



     §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.



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



     §1.18 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.



     §1.19 401(k) Plan: The Thomas & Betts Corporation Employees’ Investment Plan
(commonly known as the 401(k) Plan), as amended from time to time.



     §1.20 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.



     §1.21 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.



     §1.22 Participant: An Eligible Employee who has elected to participate in the Plan
and for whom Deferral Amounts are being credited.



- 3 -









 





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



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



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



     §1.26 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.



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



     §1.28 Valuation Date: Each business day.



     §1.29 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. Prior to January 1, 2008, participation in the Plan for a Plan Year is conditioned
upon the Eligible Employee irrevocably electing to make the maximum permissible salary reduction
contributions to the 401(k) Plan for such Plan Year.




- 4 -











 





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 the
Applicable 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 Applicable Percent of such Excess Compensation.




          §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 the
Applicable 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 Applicable 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



- 5 -









 







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 §9.3.



          §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;



- 6 -









 






          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




ACCOUNTS




          §5.1 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; and




          (b) An Employer Matching Account.


Within each Account there shall be, if applicable, a Subaccount for the Grandfathered Amount and a
Subaccount for Code Section 409A Amount. 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 VI




VESTING




          §6.1 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 all Deferral Amounts and Employer Matching
Amounts credited to his Accounts under the Plan.




          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 VII




EARNINGS CREDITS




          §7.1 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




- 7 -









 






below) to be
credited to Participants’ Accounts. The Committee shall have the right to add or delete Reference
Funds, prospectively, at any time.



          §7.2 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 §7.2 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 VIII




DISTRIBUTION OF GRANDFATHERED AMOUNT




          §8.1 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.




          §8.2 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.




          §8.3 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 §9.3.





          (a) Lump Sum. Except as provided in §8.3(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



- 8 -









 







shall specify the
installment period at the time he elects installment payments. Under the installment
payment method, a Participant’s remaining Account balances shall continue to receive
earnings credits under Article VII until distributed. The amount of each monthly payment
shall be determined by multiplying the value of the Participant’s
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 §8.3(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 §8.1 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;




          (ii) The value of the Participant’s Accrued Benefit, as of the Valuation Date
provided in §8.2, exceeds $10,000.




A Participant who has made an election under this §8.3(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 §8.1 which entitles the Participant
to the payment of benefits, any election under this §8.3(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 §8.3(b) may further elect
whether, in the event of his death after the installment payments have commenced, any
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 amounts remaining in his Accounts will be paid to his Beneficiary in a lump sum.



          §8.4 Death of Participant. If a Participant’s benefit becomes payable under §8.1 on
account of the Participant’s death, his Accrued Benefit shall be paid, or commence to be paid, to
his Beneficiary in accordance with this §8.4.




- 9 -









 









          (a) Lump Sum. Unless the Participant had made a valid election under §8.4(b)
prior to his death, his Accrued Benefit, valued in accordance with §8.2, shall be paid to
his Beneficiary in a lump sum cash payment within the time provided in §8.1.




          (b) Installment Payments. A Participant may elect that any benefit which
becomes payable under §8.1 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 §8.3(b).




          An election under this §8.4(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 §8.2, 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 IX




DISTRIBUTION OF CODE SECTION 409A AMOUNT




          §9.1 Time of Payment.





          (a) Payment Events. A Participant’s 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.




          (b) Payment Date. Except as otherwise provided in §9.3(b)(iii), the payment
commencement date shall be determined as follows:




     (i) If the Code Section 409A Amount becomes payable upon Separation from
Service, the payment commencement date shall be the first



- 10 -









 







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 §9.3(b)(iii);




          (ii) If the 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 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.



          §9.2 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 Code
Section 409A Amount credited to his Accounts as of the Valuation Date prior to the date specified
in §9.1 above, and in the event of installments, as of each Valuation Date preceding each
installment payment.




          §9.3 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 §9.3.




          (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
Code Section 409A Amount shall continue to receive earnings credits under Article
VII until distributed. The amount of each monthly payment shall be determined by
multiplying the value of the Participant’s 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 Accrued Benefit as of the
Valuation Date with respect to which installment payments are to commence exceeds $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.




          (b) Method of Payment Election. An election under this §9.3(b) with respect to
the method of payment shall be made in writing, in accordance with procedures



- 11 -









 







prescribed by
the Committee, and shall be irrevocable upon delivery to the Committee. Such election 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 of the Participant’s initial election to
participate in 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 §9.5;




          (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.




          Upon the occurrence of an event described in §9.1 which entitles the
Participant to the payment of benefits, any election under this §9.3(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 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.



          §9.4 Death of Participant. If a Participant’s benefit becomes payable under §9.1 on
account of the Participant’s death, his Code Section 409A Amount shall be paid, in one lump sum to
his Beneficiary in accordance with §9.1(iii).




          §9.5 Transition Election. During 2006, 2007, and 2008, a Participant may elect either
a lump sum payment or installment payments as described under §9.3(b) above with respect to
payments to be made upon Separation from Service or Disability. Such election shall be subject to
the election requirements of Article X other than the requirement in §9.3(b)(iii) regarding a delay
in payment (or commencement of payment) for at least five years.




          §9.6 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.




- 12 -









 








          §9.7 Tax Gross-Up for Certain Compliance Failures.





          (a) Payment. Subject to the requirements stated in this §9.7, 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 §9.7 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 §9.7(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
§9.7(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 (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 §9.7 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



- 13 -









 







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 §9.7(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
§9.7, if under Code section 409A any payment under this §9.7 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 §9.7 prior to the six-month anniversary of such Separation
from Service.



ARTICLE X




NONALIENATION OF BENEFITS




          §10.1 Nonalienation of Benefits. Except as provided in §10.2 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.




- 14 -









 








          §10.2 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 XI




SOURCE OF FUNDS




          §11.1 In General. This Plan shall be unfunded, and, except as provided in §11.2,
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.




          §11.2 Grantor Trust. Notwithstanding §11.1, 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 XII




ADMINISTRATION




          §12.1 The Committee. This Plan shall be administered by the Retirement Plans
Committee appointed by the Board. The Committee and/or its appointed representative shall




- 15 -









 







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.




          §12.2 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.




          §12.3 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.




          §12.4 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.




          §12.5 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



- 16 -









 







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; provided, however, that in the event the claimant fails to submit information
necessary to decide a claim, 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.




          (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 §12.5 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.



- 17 -









 






          (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 §12.5 in accordance with the time frames set forth
herein.



ARTICLE XIII




AMENDMENT AND TERMINATION




          §13.1 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 Committee shall have such authority to
amend the Plan as shall be delegated to it by the Board in the Retirement Plans Committee
Charter or by resolution.




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




          §13.3 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.




ARTICLE XIV




MISCELLANEOUS PROVISIONS




          §14.1 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.




          §14.2 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.




- 18 -









 








          §14.3 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.




          §14.4 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.




          §14.5 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.




          §14.6 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.




          §14.7 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.




          §14.8 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                      day of                     , 2007.




	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	THOMAS & BETTS CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 






- 19 -