0000950134-09-002993 Sample Contracts

TERMINATION PROTECTION AGREEMENT
Termination Protection Agreement • February 17th, 2009 • Thomas & Betts Corp • Electric lighting & wiring equipment • Tennessee

WHEREAS, a Termination Protection Agreement (the “Agreement”) was entered into between Dominic J. Pileggi (“Executive”) and Thomas and Betts Corporation and its successors and assigns (the “Company”) effective December 2, 2003; and

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FORM OF NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THOMAS & BETTS CORPORATION 2008 STOCK INCENTIVE PLAN
Nonqualified Stock Option Agreement • February 17th, 2009 • Thomas & Betts Corp • Electric lighting & wiring equipment • Tennessee

A NONQUALIFIED STOCK OPTION is hereby granted, as of the date of grant set forth in the attached Notice of Grant of Stock Option (the “Date of Grant”), to the nonemployee director identified in the attached Notice of Grant of Stock Option (the “Optionee”) to purchase the number of shares of Common Stock, par value $.10 per share, of Thomas & Betts Corporation, a Tennessee corporation (the “Corporation”), set forth in the Notice of Grant of Stock Option. Such Option is in all respects subject to the terms, definitions and provisions of the Thomas & Betts Corporation 2008 Stock Incentive Plan, as attached to the 2008 Proxy Statement, and as amended from time to time thereafter (the “Plan”) and which is incorporated herein by reference.

FORM OF RESTRICTED STOCK AGREEMENT PURSUANT TO THOMAS & BETTS CORPORATION 2008 STOCK INCENTIVE PLAN
Restricted Stock Agreement • February 17th, 2009 • Thomas & Betts Corp • Electric lighting & wiring equipment • Tennessee

This Restricted Stock Agreement (hereinafter “Agreement”) is made as of the <<day>> day of <<month>>, <<year>> (the “Grant Date”), by and between THOMAS & BETTS CORPORATION (hereinafter “Corporation”), a Tennessee corporation, and <<First_Name>><<Name>>, an employee of the Corporation (hereinafter “Employee”).

FORM OF RESTRICTED STOCK AGREEMENT PURSUANT TO THOMAS & BETTS CORPORATION 2008 STOCK INCENTIVE PLAN
Restricted Stock Agreement • February 17th, 2009 • Thomas & Betts Corp • Electric lighting & wiring equipment • Tennessee

This Restricted Stock Agreement (hereinafter “Agreement”) is made as of the <<day>> day of <<month>>, <<year>> (the “Grant Date”), by and between THOMAS & BETTS CORPORATION (hereinafter “Corporation”), a Tennessee corporation, and <<First_Name>><<Name>>, a nonemployee director of the Corporation (hereinafter “Nonemployee Director”).

FIRST AMENDMENT TO TERMINATION PROTECTION AGREEMENT
Termination Protection Agreement • February 17th, 2009 • Thomas & Betts Corp • Electric lighting & wiring equipment

WHEREAS, a Termination Protection Agreement (the “Agreement”) was entered into between Stanley P. Locke (“Executive”) and Thomas and Betts Corporation and its successors and assigns (the “Company”) effective December 2, 2003;

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