THOMAS & BETTS CORPORATION
NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
(ADOPTED MAY 5, 1999, AS AMENDED MARCH 9, 2001)
1. PURPOSE. The purpose of the Thomas & Betts Corporation Nonemployee Directors Stock Option Plan (the
"Plan") is to promote the long-term success of Thomas & Betts Corporation (the "Corporation") by providing a
means for each nonemployee director to increase his or her holdings of common stock of the Corporation
through the annual grant of a nonqualified stock option ("Option" or "Options," as appropriate).
2. TERM. The Plan shall be effective May 5, 1999 and shall remain in effect until terminated by the Corporation's
Board of Directors (the "Board"). After termination of the Plan, no future Options may be granted, but previously
granted Options shall remain outstanding in accordance with their applicable terms and conditions and the terms
and conditions of the Plan.
3. PLAN ADMINISTRATION. With respect to any determination for which approval of the specific transaction
(and not the Plan as a whole) is necessary or advisable for purposes of Section 16(b) of the Securities Exchange
Act of 1934 (the "1934 Act"), the Committee shall be comprised solely of two or more members of the Board,
each of whom meets the definition of a "nonemployee director" as set forth in Rule 16b-3(b)(3) under the 1934
Act, or any successor rule. Except as provided in the preceding sentence, the Committee shall be the Corporate
Governance Committee of the Board, unless otherwise determined by the Board. Subject to the terms of the
Plan, the Committee shall have full and exclusive power to interpret the Plan and to adopt such rules, regulations
and guidelines for carrying out the Plan as it may deem necessary or proper, all of which power shall be exercised
in the best interests of the Corporation.
4. ELIGIBILITY. Each member of the Board who is neither an officer nor an employee of the Corporation or
any of its subsidiaries or affiliates shall be eligible to receive one or more Opt