THOMAS & BETTS CORP, DEF 14A, 1996-03-19

THOMAS & BETTS CORP
DEF 14A, 1996-03-19
ELECTRONIC CONNECTORS

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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. _____)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to 240.14a-11(c) or 240.14a-12

THOMAS & BETTS CORPORATION
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2), or Item
22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

- -------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:

- -------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

- -------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

- -------------------------------------------------------------------------------
(5) Total fee paid:

- -------------------------------------------------------------------------------

[X] Fee paid previously with preliminary materials.
[ ] Check box if any of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount previously paid: $125.00
- -------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.: Pre 14A
- -------------------------------------------------------------------------------
(3) Filing Party:
- -------------------------------------------------------------------------------
(4) Date Filed:
- -------------------------------------------------------------------------------
<PAGE>
[LOGO]

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 1, 1996

To the Shareholders of THOMAS & BETTS CORPORATION:

The Annual Meeting of Shareholders of Thomas & Betts Corporation (the
"Corporation") will be held at the Winegardner Auditorium, The Dixon Gallery and
Gardens, 4339 Park Avenue, Memphis, Tennessee, on May 1, 1996, at 10 a.m. to:

1. Elect twelve directors;

2. Consider and act upon a proposal to change the Corporation's state of
incorporation from New Jersey to Tennessee by means of a merger of the
Corporation into a wholly owned Tennessee subsidiary of the Corporation,
as described in the accompanying Proxy Statement;

3. Ratify the appointment of KPMG Peat Marwick LLP as independent public
accountants; and

4. Transact such other business as may properly come before the meeting or
any adjournment thereof.

Only shareholders of record at the close of business on March 8, 1996, will
be entitled to receive notice of, and to vote at, the Annual Meeting of
Shareholders or any adjournment thereof.

Whether or not you expect to attend the meeting in person, YOU ARE URGED TO
MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY to: Inspectors of Election, First
Chicago Trust Company of New York, P.O. Box 8711, Edison, New Jersey 08818-9180.

JANICE H. WAY, Corporate Secretary
1555 Lynnfield Road
Memphis, Tennessee 38119
March 21, 1996

YOUR VOTE IS IMPORTANT
PLEASE RETURN YOUR PROXY PROMPTLY
<PAGE>
THOMAS & BETTS CORPORATION
PROXY STATEMENT
---------------

SOLICITATION OF PROXY

THE ENCLOSED PROXY IS BEING MAILED AND SOLICITED BEGINNING THE 21ST DAY OF
MARCH, 1996, BY AND ON BEHALF OF THE BOARD OF DIRECTORS (THE "BOARD") OF THOMAS
& BETTS CORPORATION (THE "CORPORATION") whose principal executive offices are at
1555 Lynnfield Road, Memphis, Tennessee 38119, for use in connection with the
Annual Meeting of Shareholders to be held at 10 a.m. on May 1, 1996, at the
Winegardner Auditorium, The Dixon Gallery and Gardens, 4339 Park Avenue,
Memphis, Tennessee, and at any adjournment thereof (the "Annual Meeting"). The
matters to be considered and acted upon at such Annual Meeting are referred to
in the preceding Notice and are more fully discussed below. All shares
represented by proxies which are returned properly signed will be voted as
specified on the proxy card. If choices are not specified on the proxy card, the
shares will be voted as recommended by the Board. The Bylaws of the Corporation
require that the holders of a majority of the total number of shares entitled to
vote be represented in person or by proxy in order for the business of the
meeting to be transacted.

The cost of soliciting proxies for the Annual Meeting will be borne by the
Corporation. The Corporation has retained Hill and Knowlton, Inc., 466 Lexington
Avenue, New York, N.Y. 10017, to distribute material to beneficial owners whose
shares are held by brokers, banks, or other institutions, and to assist in
soliciting proxies, for a fee estimated at $5,700 plus expenses. In addition,
directors, officers and other employees may solicit proxies in person and by
mail or telecommunication. The Corporation will also reimburse brokers, banks
and others who are record holders of the Corporation's shares for reasonable
expenses incurred in obtaining voting instructions from beneficial owners of
such shares.

REVOCATION OF PROXY

A proxy may be revoked by the shareholder by giving written notice of
revocation to the Inspectors of Election, First Chicago Trust Company of New
York, P.O. Box 8711, Edison, New Jersey 08818-9180, or by filing another proxy
with the Inspectors of Election at any time prior to its exercise.

COMMON STOCK OUTSTANDING

At the close of business on March 8, 1996, there were outstanding and
entitled to vote at the Annual Meeting 20,134,602 shares of the Corporation's
Common Stock, $.50 par value (the "Common Stock"). There were 30,535 treasury
shares which carry no voting rights. Holders of record of Common Stock at the
close of business on March 8, 1996, will be entitled to one vote for each share
held on all matters properly coming before the Annual Meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table shows persons or groups who are known to the Corporation
to be beneficial owners of more than 5% of the outstanding Common Stock as of
December 31, 1995.
<PAGE>

<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- --------------------------------------------------------------- -------------------- --------
<S> <C> <C>
Bankers Trust New York Corporation............................. 1,305,257(1) 6.50%
280 Park Avenue
New York, New York 10017
Delaware Management Holdings, Inc.............................. 1,822,468(2) 9.11%
2005 Market Street
Philadelphia, Pennsylvania 19103
FMR Corp....................................................... 1,275,169(3) 6.38%
82 Devonshire Street
Boston, Massachusetts 02109
Scudder, Stevens & Clark, Inc.................................. 1,266,601(4) 6.30%
2 International Place
Boston, Massachusetts 02110
</TABLE>

- ------------

(1) Information provided on Schedule 13G by Bankers Trust New York Corporation
as of December 31, 1995, indicates that 1,081,457 shares, or 5.4% of the
outstanding Common Stock, are held by its wholly owned subsidiary Bankers
Trust Company and 223,800 shares, or 1.1% of the outstanding Common Stock,
are held by its indirect wholly owned subsidiary Bankers Trust International
PLC, and that together they have sole dispositive power as to 1,172,857
shares, shared dispositive power as to 132,400 shares, sole voting power as
to 721,857 shares, and shared voting power as to 123,400 shares.

(2) Information provided on Schedule 13G by Delaware Management Holdings, Inc.
as of December 31, 1995, indicates that 1,814,069 shares, or 9.07% of the
outstanding Common Stock, are held by its subsidiary Delaware Management
Company, Inc., an investment adviser, and held in the accounts of
institutional investors, and that of the total number reported above, it has
sole dispositive power as to 1,756,668 shares, shared dispositive power as
to 65,800 shares, sole voting power as to 151,739 shares, and shared voting
power as to 2,050 shares.

(3) Information provided on Schedule 13G by FMR Corp. as of December 31, 1995,
indicates that it has sole dispositive power as to all 1,275,169 shares,
sole voting power as to 87,280 shares, and no voting power as to any other
shares.

(4) Information provided on Schedule 13G by Scudder, Stevens & Clark, Inc. as of
December 31, 1995, indicates that the shares are held by it as an investment
adviser and that it has sole dispositive power as to all 1,266,601 shares,
sole voting power as to 346,200 shares, and shared voting power as to
780,600 shares.

SECURITY OWNERSHIP OF MANAGEMENT

The following table provides data on Common Stock beneficially owned as of
February 9, 1996, by each director, director nominee, and each of the current or
former executive officers (the "Named Executives") named in the Summary
Compensation Table and by the directors, director nominees, and Named Executives
as a group, as reported by each person. Unless otherwise stated, the beneficial
owners exercise sole voting and investment power over their shares.

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1)(2) OF CLASS
- -------------------------------------------------------------- -------------------------- --------
<S> <C> <C>
Ronald P. Babcock............................................. 39,820 *
T. Roy Burton................................................. 7,901 *
Raymond B. Carey, Jr.......................................... 3,400 *
Ernest H. Drew................................................ 800(3) *
T. Kevin Dunnigan............................................. 115,206 *
Uberto Gamaggio............................................... 7,512 *
Jeananne K. Hauswald.......................................... 367 *
Thomas W. Jones............................................... 500(3)(4) *
Robert A. Kenkel.............................................. 400 *
Kenneth R. Masterson.......................................... 125 *
Clyde R. Moore................................................ 55,271 *
J. David Parkinson............................................ 17,553(5) *
Jean-Paul Richard............................................. 0
Ian M. Ross................................................... 600(3) *
Gary R. Stevenson............................................. 14,975 *
William H. Waltrip............................................ 500 *
Directors, director nominees, Named Executives, and other
executive officers as a group (21 including the above)....... 292,756 1.45%
</TABLE>

(Footnotes on following page)

<PAGE>

(Footnotes for preceding page)
- ------------

* Less than one percent of the outstanding Common Stock.

(1) Includes shares which may be acquired within 60 days of February 9, 1996,
through the exercise of stock options, as follows: Mr. Babcock, 9,469; Mr.
Burton, 4,099; Mr. Dunnigan, 68,166; Mr. Gamaggio, 2,772; Mr. Moore, 39,751;
Mr. Stevenson, 9,259; and all directors, Named Executives, and executive
officers as a group (11), 150,082.

(2) Includes shares of restricted stock with respect to which the holders have
sole voting power but no investment power during the restricted period, as
follows: Mr. Babcock, 2,884; Mr. Burton, 3,497; Mr. Carey, 400; Dr. Drew,
400; Mr. Dunnigan, 13,423; Mr. Gamaggio, 4,740; Ms. Hauswald, 242; Mr.
Jones, 400; Mr. Kenkel, 200; Mr. Masterson, 125; Mr. Moore, 11,720; Mr.
Parkinson, 400; Dr. Ross, 400; Mr. Stevenson, 4,407; Mr. Waltrip, 400; and
all directors, Named Executives, and executive officers as a group (20),
53,989.

(3) Amounts do not include phantom stock shares credited to accounts in the
Deferred Fee Plan for Nonemployee Directors of Thomas & Betts Corporation,
described on page 7, as follows: Dr. Drew, 660; Mr. Jones, 1,356; Dr. Ross,
1,406.

(4) Includes 100 shares with respect to which Mr. Jones shares voting and
investment power with his wife.

(5) Includes 968 shares with respect to which Mr. Parkinson shares voting and
investment power with his wife. Does not include 5,001 shares owned by the
wife of Mr. Parkinson with respect to which he disclaims beneficial
ownership.

On the basis of reports and representations submitted by the directors and
executive officers of the Corporation, all Forms 3, 4 and 5 showing ownership of
and changes in ownership of Common Stock were timely filed with the Securities
and Exchange Commission as required by Section 16(a) of the Securities Exchange
Act of 1934 except for late filings of reports by (i) Mr. Masterson of his
ownership of Common Stock as of the day of his election as a director and (ii)
Mr. Burton of one transaction in May 1995.

ANNUAL REPORT

The Corporation's Annual Report to Shareholders for the fiscal year ended
December 31, 1995, containing consolidated financial statements reflecting the
financial position of the Corporation as of December 31, 1995, and January 1,
1995, and the results of operations and changes in cash flows for each of the
years in the three-year period ended December 31, 1995, has been mailed with
this proxy material to all shareholders.

1. ELECTION OF DIRECTORS

At the forthcoming Annual Meeting it is intended that 12 directors shall be
elected, each to hold office for the term of one year and until a successor
shall be elected and shall qualify. The nominees identified below will be
proposed by the Board for the 12 directorships. Shares represented by proxies
which are returned properly signed will be voted for the nominees unless the
shareholder indicates on the proxy that authority to vote the shares is withheld
for one or more or for all of the nominees listed. Directors are elected by a
plurality of the votes cast. Any shares not voted, whether by withholding or
broker non-vote, have no effect on the election of directors except to the
extent the failure to vote for an individual results in another individual
receiving a larger number of votes. Should a nominee become unable to serve as a
director, the proxy will be voted for the election of a substitute nominee who
shall be designated by the Board or, if no substitute nominee is named, the
number of directorships will be reduced accordingly.

<PAGE>
Following is information on the principal occupation of each director
nominee, positions and offices with the Corporation, and membership on other
boards of directors.

RAYMOND B. CAREY, JR., 69
A DIRECTOR SINCE 1987

Formerly Chairman of the Board (1973 to 1989), Chief
[PHOTO] Executive Officer (1972 to 1988) and President (1971 to 1986)
of ADT Security Systems, Inc. (electronic protection
systems). He is a director of C. R. Bard, Inc. and The Kroger
Company.

ERNEST H. DREW, 58
A DIRECTOR SINCE 1989

Member of Board of Management (1995 to present) of
Hoechst A.G. (chemicals, pharmaceuticals, fibers and
[PHOTO] plastics). Dr. Drew was Chairman (May 1994 to 1995), Chief
Executive Officer (1988 to 1995), and President (1987 to May
1994) of Hoechst Celanese Corporation. He is a director of
Public Service Enterprise Group Incorporated.

T. KEVIN DUNNIGAN, 58
A DIRECTOR SINCE 1975

Chairman of the Board (1992 to present) and Chief
[PHOTO] Executive Officer (1985 to present) of the Corporation. Mr.
Dunnigan was President of the Corporation (1980 to 1994). He
is a director of C. R. Bard, Inc., Elsag Bailey Process
Automation N.V., and Lukens Inc.

JEANANNE K. HAUSWALD, 51
A DIRECTOR SINCE 1993

Vice President and Treasurer (1993 to present) and
[PHOTO] formerly Vice President-Human Resources (1990 to 1993) and
Treasurer (1987 to 1990) of The Seagram Company Ltd.
(beverages and entertainment/communications).

4
<PAGE>

THOMAS W. JONES, 46
A DIRECTOR SINCE 1992

Vice Chairman (1995 to present), President and Chief
[PHOTO] Operating Officer (1993 to present) and formerly Executive
Vice President and Chief Financial Officer (1989 to 1993) of
Teachers Insurance and Annuity Association-- College
Retirement Equities Fund (pension system for employees of
colleges, universities, independent schools, and related
organizations). Mr. Jones is a director and Deputy Chairman
of the Federal Reserve Bank of New York and a trustee of
Eastern Enterprises.

ROBERT A. KENKEL, 61
A DIRECTOR SINCE 1994

Business consultant (1990 to present). Mr. Kenkel was
Chairman of the Board, Chief Executive Officer and Chief
[PHOTO] Operating Officer (1988 to 1990) of The Pullman Co.
(automotive, aerospace and industrial components and
products). He held chief operating officer positions (1985 to
1990) in various other companies within the Forstmann-Little
group (electrical, aerospace, automotive, industrial and
consumer products), including FL Industries, Inc. which was
acquired by the Corporation in 1992.

KENNETH R. MASTERSON, 52
A DIRECTOR SINCE 1995

Executive Vice President (February 1996 to present),
[PHOTO] General Counsel (1981 to present) and Secretary (1993 to
present) of Federal Express Corporation (worldwide express
delivery services). Mr. Masterson was Senior Vice President
of Federal Express Corporation (1981 to 1996).

CLYDE R. MOORE, 42
A DIRECTOR SINCE 1993

President and Chief Operating Officer of the Corporation
(1994 to present). Mr. Moore was President-Electrical
[PHOTO] Division (1992 to 1994) of the Corporation; President and
Chief Operating Officer (1990 to 1992) of FL Industries,
Inc. (electrical components) and President of its American
Electric Division (1985 to 1992) prior to its acquisition
by the Corporation. He is a member of the advisory board of
American Manufacturing Corporation.

5
<PAGE>

J. DAVID PARKINSON, 66
A DIRECTOR SINCE 1968

Formerly Chairman of the Board (1975 to 1992), President
[PHOTO] (1974 to 1980), and Chief Executive Officer (1974 to 1985) of
the Corporation.

JEAN-PAUL RICHARD, 53
NOMINEE

President and Chief Executive Officer (1993 to present)
of Insituform Technologies, Inc. (trenchless technologies for
the rehabilitation and improvement of sewer, water, gas, and
[PHOTO] industrial pipes). Dr. Richard was President of Massey
Ferguson Group Limited (farm equipment and machinery), a
subsidiary of Varity Corporation, and Senior Vice
President-Corporate Development (1991 to 1993) of Varity
Corporation (farm equipment and machinery, brake systems,
wheels, and diesel engines); and Executive Vice President
(1990 to 1991) of Asea Brown Boveri, Inc. (power generation,
transmission and distribution; industrial process, rail
transportation, and environmental protection equipment). He
is a director of Insituform Technologies, Inc. and AGCO Corp.

IAN M. ROSS, 68
A DIRECTOR SINCE 1980

President Emeritus (1991 to present) and President (1979
[PHOTO] to 1991) of AT&T Bell Laboratories (research and development
for AT&T Corp.). Dr. Ross is a director of The B.F. Goodrich
Co. and NACCO Industries, Inc.

WILLIAM H. WALTRIP, 58
A DIRECTOR SINCE 1983

Chairman and Chief Executive Officer (December 1995 to
present) of Bausch & Lomb Incorporated (contact lens,
[PHOTO] lens-care and eyewear products) and Chairman (1993 to
present) of Technology Solutions Company (services and
resources to design, develop and implement large-scale
computer systems). Mr. Waltrip was Chief Executive Officer
(1993 to 1995) of Technology Solutions Company; Chairman
(1992 to 1993), Chief Executive Officer and President (1991
to 1993) of Biggers Brothers, Inc. (food service
distributors); and Vice Chairman (1991 to 1992) of Unifax,
Inc., the parent corporation of Biggers Brothers, Inc. He is
a director of Bausch & Lomb Incorporated, Teachers Insurance
and Annuity Association, and Technology Solutions Company.

<PAGE>
THE BOARD OF DIRECTORS

The Board establishes broad corporate policy and gives guidance to the
Corporation. In 1995, there were eight meetings of the Board and one action by
unanimous written consent, and 10 meetings of committees of the Board plus four
actions by unanimous written consent. All directors attended at least 75% of the
meetings of the Board and committees of which they were members. The total
combined attendance at these meetings was 94%.

Nonemployee directors receive a retainer fee of $24,000 per year plus a fee
of $1,500 for each Board meeting and each regularly scheduled committee meeting
attended. No fees are paid for actions taken by unanimous written consent in
lieu of a meeting. Each committee chairman receives an additional retainer fee
of $3,500 per year. Employee directors do not receive any fees for serving as a
director of the Corporation or as a member or chairman of any committee of the
Board. Under the Thomas & Betts Corporation Restricted Stock Plan for
Nonemployee Directors, each person who is elected a director at the annual
meeting of shareholders receives an award of 100 restricted shares of Common
Stock. A nonemployee director who is elected to fill a vacancy or a newly
created directorship in the interim between annual meetings receives an award of
a prorated number of restricted shares of Common Stock effective as of the date
of election. Shares awarded to a nonemployee director remain restricted until
such director's termination of service as a director.

The Deferred Fee Plan for Nonemployee Directors of Thomas & Betts
Corporation provides for a director to defer all or a portion of compensation
earned for services as a director. Any amount so deferred is valued, in
accordance with the director's election, as if invested in a one-year
Certificate of Deposit or in a hypothetical investment in Common Stock. A
deferred fee account is payable only in cash and is distributed, in accordance
with the director's election, in a lump sum or in installments, upon termination
of service or on January 15 or July 15 of a year specified by the director.

In accordance with the Thomas & Betts Corporation Retirement Plan for
Nonemployee Directors, directors (excluding those who are current or former
employees of the Corporation) who have served on the Board for at least five
years will receive upon retirement an annual benefit payable over a five-year
period equal to 50% of the amount of the annual retainer fee in effect at
retirement. Each additional year of service up to an aggregate of ten years
increases the amount of the benefit payable by ten percentage points and the
payment period by one year, to a maximum of 100% of the retainer payable for a
period of ten years. In the event of a change of control of the Corporation,
each nonemployee director would be fully vested in the maximum retirement
benefit.

COMMITTEES OF THE BOARD OF DIRECTORS

There are four standing committees of the Board: Executive Committee, Audit
Committee, Committee on Directors, and Human Resources Committee. Members of
each committee, who are elected by the full Board, are named below. The
Corporation follows the practice of periodically rotating the chairmanship of
the Audit Committee, Committee on Directors, and Human Resources Committee.

<TABLE>
<CAPTION>
COMMITTEE
ON HUMAN
EXECUTIVE AUDIT DIRECTORS RESOURCES
- ------------------------ ----------------- ----------------------- ---------------------
<S> <C> <C> <C>
J. David Parkinson* Thomas W. Jones* Raymond B. Carey, Jr.* Ernest H. Drew*
Raymond B. Carey, Jr. Robert A. Kenkel T. Kevin Dunnigan Jeananne K. Hauswald
T. Kevin Dunnigan Ian M. Ross Kenneth R. Masterson William H. Waltrip
William H. Waltrip J. David Parkinson
</TABLE>

* Chairman

7
<PAGE>
EXECUTIVE COMMITTEE

The Executive Committee's function is to act for the Board, to the extent
permitted by law, in any situation in which Board action is required and it is
not practicable to have a meeting of the Board. The Executive Committee took
action by written consent in lieu of a meeting of the Committee on four
occasions in 1995.

AUDIT COMMITTEE

This committee is composed solely of nonemployee directors of the
Corporation. The Audit Committee (1) considers the independent accountants to be
employed and recommends to the Board the firm to be appointed, subject to
ratification by the Corporation's shareholders; (2) consults with the
independent accountants with regard to the plan and scope of the annual audit of
the Corporation's financial statements; (3) reviews, in consultation with the
independent accountants, the Corporation's annual financial statements and
related notes, the results of the audit, and the management letter and response
thereto; (4) reviews, in consultation with the independent accountants and the
internal auditors, the adequacy and scope of the Corporation's internal controls
and procedures; (5) reviews the fees and expenses associated with audit and
non-audit services provided by the independent accountants; (6) reviews with the
internal auditors the internal audit plan and current audit results; (7) reports
the results of its findings and actions to the Board; and (8) directs and
supervises investigations, if necessary, into any matter that it deems
appropriate. There were three meetings of the Audit Committee in 1995.

COMMITTEE ON DIRECTORS

A majority of the members of this committee must be nonemployee directors of
the Corporation. A former employee serving on this committee is considered a
nonemployee director. The Committee on Directors (1) reviews and makes
recommendations to the Board regarding the maintenance of a desirable balance of
skill and expertise among Board members; (2) receives suggestions and makes
recommendations to the Board concerning candidates for the Board and the slate
of director nominees to be submitted to the annual meeting of shareholders; (3)
makes recommendations to the Board concerning the compensation of nonemployee
directors and the retirement policy of the Board; (4) reviews Board procedures
and practices; (5) recommends membership assignments for committees of the
Board; and (6) reviews and takes action on requests for management personnel to
serve on boards of directors of other companies. The Committee on Directors will
consider shareholder suggestions of persons for consideration as candidates for
nomination as members of the Board. Shareholders should submit the name,
biographical data, and qualifications of any such suggested candidate to the
Corporate Secretary. Any such recommendation should be accompanied by the
written consent of such person to be named as a candidate and, if nominated and
elected, to serve as a director. If a shareholder wishes to nominate at the
annual meeting of shareholders a person for election to the Board, the
Corporation's Bylaws require that the nomination satisfy certain conditions,
including, generally, that written notice be delivered to the Corporate
Secretary at the Corporation's principal executive offices not less than 60 nor
more than 90 days prior to the first anniversary of the preceding year's annual
meeting of shareholders. A copy of the applicable Bylaw is available from the
Corporate Secretary upon the request of any shareholder. There were three
meetings of the Committee on Directors in 1995.

HUMAN RESOURCES COMMITTEE

This committee is composed solely of nonemployee directors of the
Corporation. The Human Resources Committee (1) reviews compensation programs,
employee benefit plans, and personnel policies applicable to officers and other
members of senior management; (2) reviews management development and succession
programs; (3) reviews major organization changes and evaluates their impact on
senior management succession plans and reward systems, and makes recommendations
to the Board when Board action is required; (4) makes recommendations to the
Board on the compensation of the five most highly compensated executive
officers; (5) establishes annually the performance criteria

8
<PAGE>
for the Executive Incentive Plan and certifies at the end of each year the
extent to which the performance targets are met; (6) performs the administrative
functions assigned to the Committee by the provisions of the Executive Incentive
and the 1993 Management Stock Ownership Plans; and (7) reports the results of
its actions and findings to the Board, and, with respect to the above,
recommends programs and changes considered desirable. The chairman of this
committee is responsible for chairing the annual review by the nonemployee
directors of the performance of the Chief Executive Officer. There were four
meetings of the Human Resources Committee in 1995.

EXECUTIVE COMPENSATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table shows, for the fiscal years ended January 2, 1994,
January 1, 1995, and December 31, 1995, the cash compensation paid by the
Corporation and its subsidiaries as well as certain other compensation paid for
those years to each of the five most highly compensated executive officers of
the Corporation and one former executive officer (the "Named Executives") in all
capacities in which they served.

SUMMARY COMPENSATION TABLE
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
---------------------------------- ------------------------
NUMBER OF
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARDS OPTIONS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($)(1) ($)(2) GRANTED (#) ($)(3)
- ----------------------- ---- -------- -------- ------------ ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
T. Kevin Dunnigan...... 1995 $550,000 $444,235 $175,796 $ 248,316 9,800 $ 58,647
Chairman and Chief 1994 511,665 260,931 230,445 329,940 46,880 49,575
Executive Officer 1993 487,300 193,921 98,348 320,153 9,000 4,497
Clyde R. Moore......... 1995 400,000 323,080 101,658 146,011 5,725 24,687
President and Chief 1994 342,000 174,408 233,880 339,402 48,505 20,149
Operating Officer 1993 330,000 120,351 34,875 139,500 3,700 12,769
Ronald P. Babcock (4).. 1995 240,000 135,694 50,505 75,758 2,925 27,429
Vice President- 1994 235,000 83,889 58,731 110,551 14,820 24,915
Finance and Treasurer 1993 227,175 63,283 47,709 77,841 2,700 4,497
(until August 1,
1995)
T. Roy Burton (5)...... 1995 197,837 83,317 38,526 55,361 2,175 10,888
President- 1994 159,795 129,885 41,600 53,620 8,070 7,056
Electronics/OEM 1993 -- -- -- -- -- --
Division
Uberto Gamaggio (6).... 1995 235,731 134,635 -- 93,888 2,175 40,941
President-Thomas & 1994 202,798 71,182 -- 95,221 4,090 36,392
Betts Europe 1993 120,953 15,152 -- -- -- 23,821
Gary R. Stevenson...... 1995 205,000 99,347 31,533 72,067 2,400 11,614
Vice President- 1994 182,836 55,948 39,288 84,222 10,150 8,516
Operations 1993 164,300 34,267 17,089 68,355 1,825 5,994
</TABLE>

- ------------

(1) The amounts reported represent cash payments of Federal and state
withholding taxes equal to the fair market value on the date of award of
such number of shares of Common Stock that the recipient of a restricted
stock award elected to forgo in favor of tax payments.

(2) Fair market value of shares awarded on the date of grant in each year.
Dividends are paid to the recipients of restricted stock awards at the same
time and at the same rate as paid to all shareholders. The number and value
of the aggregate restricted stock holdings as of December 31, 1995, based on
the closing market price of the Common Stock on December 29, 1995 of $73.75
are as follows:

Mr. Dunnigan..................................... 13,539 $998,501
Mr. Moore........................................ 9,729 717,514
Mr. Babcock...................................... 4,000 295,000
Mr. Burton....................................... 1,690 124,638
Mr. Gamaggio..................................... 2,933 216,309
Mr. Stevenson.................................... 3,399 250,676

(Footnotes continued on following page)

9
<PAGE>
(Footnotes continued from preceding page)

(3) The amounts reported in 1995 for Messrs. Dunnigan, Moore, Babcock, Burton
and Stevenson include contributions to a 401(k) plan in the amounts of
$5,936, $5,803, $6,208, $6,476 and $6,575, respectively; contributions to a
nonqualified savings plan in the amounts of $20,245, $12,505, $677, $0 and
$1,920, respectively; and premiums paid by the Corporation in the amounts of
$32,466, $6,379, $20,545, $4,412 and $3,120, respectively, for group term
life insurance and whole life insurance having an aggregate face value equal
to 1 1/2 times each person's annual base salary and average bonus ("Life
Insurance"). The amounts reported in 1994 for Messrs. Dunnigan, Moore,
Babcock, Burton and Stevenson include contributions to a 401(k) plan in the
amounts of $3,288, $3,231, $3,151, $3,087, and $2,476, respectively;
contributions to a nonqualified savings plan in the amounts of $18,311,
$10,873, $5,875, $0, and $4,085, respectively; and premiums paid by the
Corporation for Life Insurance in amounts of $27,976, $6,046, $15,888,
$3,969, and $2,955, respectively. The amounts reported in 1993 for Messrs.
Dunnigan and Babcock are contributions to a 401(k) plan, and the amounts
reported for Messrs. Moore and Stevenson for such year are contributions to
a 401(k) plan in the amounts of $4,222 and $2,283, respectively, and
contributions to a nonqualified savings plan in the amounts of $8,547 and
$3,711, respectively. The amounts reported in 1995, 1994 and 1993 for Mr.
Gamaggio are premiums paid by the Corporation for whole life insurance that
will provide a monthly pension benefit to him beginning at age 65 which is
in lieu of his participation in the company-sponsored pension plan.

(4) The amounts reported for 1995 include all compensation paid to Mr. Babcock
through the date of his retirement as an employee on December 31, 1995.

(5) The amounts reported for 1994 are for the period beginning February 25, the
date that Mr. Burton joined the Corporation. The bonus amount for 1994 is
comprised of an annual incentive payment of $69,885 and a signing bonus of
$60,000.

(6) Mr. Gamaggio's compensation is paid in German marks. The compensation
amounts have been converted into U.S. dollars based on the average of the
monthly average exchange rates for the year in which the compensation was
paid (DM 1.44 in 1995; 1.62 in 1994; 1.65 in 1993). The amounts reported for
1993 are for the period beginning May 17, the date that Mr. Gamaggio joined
the Corporation.

STOCK OPTION GRANTS

The following table contains information concerning the grant of stock
options under the Corporation's 1993 Management Stock Ownership Plan to the
Named Executives as of the end of the last fiscal year.

OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
-------------------------------------------------- POTENTIAL REALIZABLE
NUMBER OF VALUE AT ASSUMED
SECURITIES PERCENT OF ANNUAL RATES OF STOCK
UNDERLYING TOTAL OPTIONS PRICE APPRECIATION
OPTIONS GRANTED TO EXERCISE FOR OPTION TERM(3)
GRANTED EMPLOYEES IN PRICE EXPIRATION ---------------------
(#)(1) FISCAL YEAR ($/SH)(2) DATE 5% 10%
--------- ------------- --------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
T. Kevin Dunnigan........... 9,800 5.21% $ 64.75 02-01-05 $399,065 $1,011,309

Clyde R. Moore.............. 5,725 3.04 64.75 02-01-05 233,127 590,790

Ronald P. Babcock........... 2,925 1.55 64.75 02-01-05 119,109 301,845

T. Roy Burton............... 2,175 1.16 64.75 02-01-05 88,568 224,449

Uberto Gamaggio............. 2,175 1.16 64.75 02-01-05 88,568 224,449

Gary R. Stevenson........... 2,400 1.28 64.75 02-01-05 97,730 247,668
</TABLE>

- ------------
(1) Options become exercisable in three equal annual installments beginning
February 1, 1996.

(2) Based on the average of the high and low sales prices of the Common Stock
reported on the New York Stock Exchange Composite Tape ("NYSE Tape") on the
date of grant. The exercise price may be paid in cash or by tendering shares
of Common Stock valued at the closing price reported on the NYSE Tape for
the day immediately preceding the date of exercise.

(3) The dollar amounts under these columns are the result of calculations at the
arbitrary rates of 5% and 10% set by the Securities and Exchange Commission
and are not a forecast of the value of the Common Stock.

10
<PAGE>
OPTION EXERCISES AND HOLDINGS

The following table sets forth information with respect to the Named
Executives concerning the exercise of options during the last fiscal year and
unexercised options held as of the end of the last fiscal year.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
ACQUIRED VALUE OPTIONS AT 12-31-95 (#) 12-31-95 ($)(2)
ON EXERCISE REALIZED --------------------------- ---------------------------
NAME (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
T. Kevin Dunnigan.............. 11,811 $284,911 49,274 53,306 $ 762,598 $ 436,151
Clyde R. Moore................. -- -- 21,675 46,255 262,433 459,499
Ronald P. Babcock.............. 4,994 100,992 16,331 11,820 183,632 90,866
T. Roy Burton.................. -- -- 684 9,561 6,620 79,093
Uberto Gamaggio................ -- -- 684 5,581 6,620 48,497
Gary R. Stevenson.............. -- -- 5,075 11,800 49,097 96,863
</TABLE>

- ------------

(1) Market value on the date of exercise of shares covered by options exercised,
less option exercise price.

(2) Market value of in-the-money option shares on December 31, 1995 ($73.75),
less option exercise price.

PENSION PLAN

Based on compensation that is covered under the Executive Retirement Plan
("ERP") and years of service with the Corporation and its subsidiaries, the
following table gives the aggregate annual retirement income covered
participants will receive upon retirement at age 60 or later with the required
minimum of 20 years of credited service or more under the ERP. The ERP is an
unfunded, nonqualified retirement plan for designated corporate officers and key
executives that provides supplemental benefits, including amounts that would
otherwise be denied participants by reason of certain limitations imposed on
qualified plan benefits by the Internal Revenue Code of 1986, as amended, and
elective deferrals to a nonqualified savings plan. The benefit payable under the
ERP incorporates amounts payable to a participant from (1) a qualified pension
plan; (2) the employer-paid portion of his or her Social Security benefit; and
(3) the employer-paid portion of a participant's 401(k) and nonqualified savings
plan accounts.

PENSION PLAN TABLE

<TABLE>
<CAPTION>
HIGHEST
5-YEAR
AVERAGE YEARS OF SERVICE
COMPENSATION -------------------------------------------------
LEVELS 20 25 30 35 OR MORE
- --------------- -------- -------- -------- ----------
<S> <C> <C> <C> <C>
$ 150,000 $ 75,000 $ 86,250 $ 97,500 $ 108,750
200,000 100,000 115,000 130,000 145,000
300,000 150,000 172,500 195,000 217,500
400,000 200,000 230,000 260,000 290,000
500,000 250,000 287,500 325,000 362,500
600,000 300,000 345,000 390,000 435,000
700,000 350,000 402,500 455,000 507,500
800,000 400,000 460,000 520,000 580,000
900,000 450,000 517,500 585,000 652,500
</TABLE>

Covered compensation is comprised of annual base salary and incentive
compensation paid under the Thomas & Betts Corporation Executive Incentive Plan.
Benefit amounts shown in the above table assume that payments are made on a
10-year certain and life annuity.

11
<PAGE>
The Named Executives (except Mr. Gamaggio who is not a participant in the
ERP) had the equivalent of the following years of credited service under the
terms of the ERP as of February 9, 1996: Mr. Dunnigan, 34; Mr. Moore, 10; Mr.
Babcock, 20 (as of his retirement on December 31, 1995); Mr. Burton, 2; and Mr.
Stevenson, 10.

CHANGE-OF-CONTROL EMPLOYMENT AGREEMENTS

The Corporation has an agreement with each of the Named Executives (except
Mr. Babcock) providing for continuation of employment for a term of three years
following any change of control of the Corporation. Each agreement provides for
compensation to be continued during the three-year term at least at the same
level that existed prior to the time of a change of control, provided the person
continues employment, leaves employment for good reason, or is terminated
without cause. Events that constitute leaving employment for good reason are:
the assignment of duties inconsistent with the person's position; the diminution
of the person's position, authority, duties or responsibilities; failure to
provide compensation and/or benefits specified in the agreement; relocation to
an office that is 35 miles or more from the location where the person was
employed immediately prior to the change of control; or failure to require any
successor to the Corporation to assume and agree to perform the agreement. A
person's employment may be terminated for cause, which is an act or acts of
dishonesty intended to result in substantial personal enrichment, willful
violations of the person's duty to perform responsibilities under the agreement,
or conviction of a felony. Each agreement also provides for immediate vesting of
stock options and restricted stock awards if the person's employment is
terminated following a change of control. Any amount payable under the agreement
will be reduced by the amount of any compensation earned by the person from
other employment during the term of the agreement.

Generally, a "change of control" shall be deemed to have occurred if (i) any
person, including a "group" within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, becomes the beneficial owner of 25% or more of
the outstanding voting securities of the Corporation or (ii) a majority of the
Board shall cease for any reason to be members of the "Incumbent Board." The
Incumbent Board shall mean a director who was a director of the Corporation as
of the date of each employment agreement as well as any person whose election or
nomination after such date was approved by at least 75% of the vote of the then
Incumbent Board.

INDEBTEDNESS OF MANAGEMENT

Mr. Gamaggio, who is named in the preceding tables, has received bridge
loans totaling DM 170,000 from the Corporation that assisted him in the purchase
of a principal residence upon relocation. The loans, which are to be repaid by
April 30, 1996, bear interest at an annual rate of 6%, are evidenced by
promissory notes, and are secured by assignment to the Corporation of DM 200,000
from the proceeds of the sale of another residence owned by Mr. Gamaggio. The
largest aggregate amount of indebtedness outstanding during the last fiscal year
was DM 170,000 ($118,056 at DM 1.44, the average of the monthly average exchange
rates for 1995) and as of March 8, 1996, it was DM 160,000 ($108,108 at DM 1.48,
the average of the high and low exchange rates on March 8, 1996).

12
<PAGE>
THE HUMAN RESOURCES COMMITTEE
REPORT ON EXECUTIVE COMPENSATION

1. Executive Compensation Philosophy

The executive compensation program is designed to align shareholder and
management interests, to balance annual performance targets with actions needed
for the long-term success of the Corporation, and to attract, motivate, and
retain key executives.

(a) Pay Positioning: Thomas & Betts positions total direct compensation
(i.e., base salary, annual incentive, and long-term incentive gain
opportunity) at the median of general industry companies, a high percentage
of which are represented in the S&P 400. This is a much broader group than
the electrical/electronics companies that make up the line-of-business index
shown in the performance graph that follows this report. Since
electrical/electronics compensation levels are generally consistent with
general industry levels (where pay and performance data is more easily
accessible), the Committee believes that general industry companies
represent an appropriate comparative framework. The annual and long-term
incentive components of compensation are sufficiently variable so that there
should be a strong relationship between total return to shareholder
performance and actual total direct compensation levels over time. In fact,
the averages of the Chief Executive Officer's actual total direct
compensation for the 10-, 5-, 3-, and 1-year periods beginning 1985 and
ending 1994, the last year for which comparative compensation information is
available, have been well aligned with the Corporation's common stock
performance relative to the S&P 400 for those time periods.

(b) Pay Mix: Like total direct compensation, each component is
positioned at the median of general industry companies.

(i) Base Salary: Base salaries are set by periodic comparison to
external rates of pay for comparable positions within general industry
and are targeted at the 50th percentile for such positions. Individual
salaries are considered for adjustment annually; adjustments are based
upon general movement in salary levels in general industry, individual
performance and potential, and/or changes in duties and responsibilities.
Actual salaries may range from 20% below to 20% above targeted salary
levels. As a group, the average of the named executive officers' base
salaries in 1995 was slightly below the targeted level.

(ii) Annual Incentive: Annual incentives are based upon actual
performance compared to established corporate and divisional performance
goals. Annual incentives range between 20% and 40% of base salary for
median performance and provide a maximum payout of between 60% and 100%
of base salary for superior performance. Annual bonus opportunities are
targeted to be at the 50th percentile for general industry when
performance is at the 50th percentile and at the 75th percentile for
general industry when performance is at that level. For the Chief
Executive Officer and other corporate staff executive officers, the
annual incentive for 1995 is based 50% on return on equity (ROE) relative
to the S&P 400 and 50% on earnings per share (EPS) growth. ROE attainment
was slightly above mid-point, while EPS was at the maximum of the
performance range and resulted in a combined payout above mid-point to
these executives. For the two divisional executive officers
(President-Electronics/OEM Division and President-Thomas & Betts Europe)
named in the Summary Compensation Table, the annual incentive payments
for 1995 are based on corporate ROE (12 1/2% weighting), EPS (12 1/2%),
and the performance of each officer's division on income (50%) and cash
flow (25%). As a group, the average of the named executive officers'
incentive payments for fiscal year 1995 was 66.7% of base salary.

13
<PAGE>
(iii) Long-Term Incentives: Long-term incentive awards are made in
the form of stock options and restricted stock awards, which are
typically granted annually. Combined stock option and restricted stock
awards are targeted to provide a gain opportunity at the 50th percentile
for general industry, according to a mix predetermined by the Committee.
For executive officers, this gain opportunity ranges from 52% to 124% of
base salary. Individual grants may vary based on the Committee's
assessment of individual performance and potential. As a group, the
average of the named executive officers' annual long-term incentive
awards in 1995 was 71.6% of base salary. In determining stock option and
restricted stock awards, the Committee does not consider the amount of
options and restricted stock granted in prior years. Options are granted
at fair market value on the date of grant, have a term of ten years, and
vest after one year for awards under the 1990 Stock Option Plan and over
a three-year period at the rate of one-third per year for awards under
the 1993 Management Stock Ownership Plan. Restricted stock vests at the
end of three years.

2. Chief Executive Officer Compensation

Mr. Dunnigan's base salary in 1995, $550,000, was increased by 7.5% over the
prior year. This placed his base salary at the median paid to Chief Executive
Officers in general industry companies of comparable size. The Committee based
this increase on the very successful implementation of the restructuring plan,
comparability with other positions within general industry at the 50th
percentile and the length of time that Mr. Dunnigan has served as the Chief
Executive Officer.

Mr. Dunnigan's target annual incentive was 40% of base salary in 1995, and
the maximum incentive was 100% of base salary. The Corporation's 1995 return on
equity was 14.0%, which was above the mid-point of the performance range, and
earnings per share was at the maximum of the performance range, which together
resulted in Mr. Dunnigan receiving an annual incentive of $444,235. Mr. Dunnigan
was granted a stock option for a total of 9,800 shares and a restricted stock
award for 6,550 shares of which Mr. Dunnigan elected to forgo 2,715 shares in
favor of cash payments for withholding taxes. As in previous years, the
Committee targeted the amount of gain opportunity from the stock option and
restricted stock awards to Mr. Dunnigan to be at the 50th percentile of general
industry according to a mix predetermined by the Committee.

3. Policy Regarding Executive Compensation Deductibility

The Corporation's Executive Incentive Plan was approved by the shareholders
and annual incentive payments under the Plan qualify as performance-based
compensation.

The Corporation's 1993 Management Stock Ownership Plan was approved by the
shareholders and stock options granted under the Plan prior to the Corporation's
1997 annual shareholders' meeting qualify as performance-based compensation
under the final regulations adopted by the Internal Revenue Service.

No action is being taken with respect to restricted stock awards granted by
the Committee, which do not qualify as performance-based compensation.
Nevertheless, these awards play an important role in the Corporation's executive
compensation program, and they will be continued. In addition, it is unlikely
that restricted stock and other nonqualified compensation, as calculated under
the Code, that is paid to any executive other than the Chief Executive Officer
will exceed the $1 million per year limit. All compensation reported in the
Summary Compensation Table above is deductible under the Code.

Ernest H. Drew, Chairman
Jeananne K. Hauswald
William H. Waltrip

14
<PAGE>
PERFORMANCE GRAPH

The graph set forth below provides comparisons of the yearly percentage
change in the cumulative total shareholder return on the Common Stock with the
cumulative total return of Standard & Poor's 500 Stock Index and Standard &
Poor's Electrical Equipment Index for the five fiscal years ended December 31,
1995.

FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG THOMAS & BETTS CORPORATION, S&P 500 STOCK INDEX AND
S&P ELECTRICAL EQUIPMENT INDEX

(ASSUMES $100 INVESTED ON DECEMBER 31, 1990
AND REINVESTMENT OF DIVIDENDS)

Dollars
300

250
[GRAPH]
200

150

100

0
1990 1991 1992 1993 1994 1995

------------------------
Thomas Betts
S&P Electrical Equipment
S&P 500
-------------------------

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
THOMAS & BETTS $100.00 $126.64 $149.39 $138.21 $164.17 $186.37
% CHANGE
YEAR TO YEAR 26.64% 17.96% (7.48)% 18.78% 13.52%

S&P ELECTRICAL
EQUIPMENT 100.00 132.58 145.18 175.16 177.20 248.67
% CHANGE
YEAR TO YEAR 32.58% 9.50% 20.65% 1.17% 40.33%

S&P 500 100.00 130.47 140.41 154.56 156.60 215.45
% CHANGE
YEAR TO YEAR 30.47% 7.62% 10.08% 1.32% 37.58%
</TABLE>

15
<PAGE>
2. REINCORPORATION OF THE CORPORATION IN TENNESSEE

On February 7, 1996, the Board approved a plan to change the Corporation's
state of incorporation from New Jersey to Tennessee (the "Reincorporation"). The
Reincorporation will be effected by merging the Corporation into Thomas & Betts
Tennessee, Inc. ("T&B Tennessee"), pursuant to an Agreement and Plan of Merger
between the Corporation and T&B Tennessee, a copy of which is set forth as
Exhibit A to this Proxy Statement (the "Agreement and Plan of Merger"). T&B
Tennessee is a Tennessee corporation that was recently organized as a wholly
owned subsidiary of the Corporation for the sole purpose of effecting the
Reincorporation.

REASONS FOR THE REINCORPORATION

The principal reason for the Reincorporation is to conform the Corporation's
legal residence to its principal place of business. The Corporation was
incorporated under New Jersey law at a time when the Corporation's business was
closely linked to the State of New Jersey. From 1917 to 1993, the Corporation
had its principal place of business in New Jersey. In addition, until the early
1990's, a substantial portion of its manufacturing and warehousing operations
was conducted in that state. The Corporation relocated its headquarters to
Tennessee in December 1993, and most of its operations are now outside of New
Jersey. Therefore, the Corporation's historical ties to New Jersey no longer
appear to be decisive in determining the best jurisdiction to fulfill the
business needs of the Corporation. In addition, the Board believes that having
the Corporation's legal residence in Tennessee may have certain advantages. For
example, it could enable the Corporation to have a more significant voice in the
legislative process with respect to corporate and other Tennessee laws directly
affecting it. This opportunity can be important, as corporations are
substantially affected by changes in the legal and financial environment in
which they operate and by the variety of legislative and other governmental
actions that may be taken in response to such changes. In addition, a
corporation's state of incorporation is likely to be a litigation forum from
time to time, and litigation at a distance from the Corporation's principal
offices can result in significant inconvenience and added expense to the
Corporation.

The Board believes that the Tennessee Business Corporation Act (the
"Tennessee Act") will meet the Corporation's business needs. The Tennessee Act
is a comprehensive and modern body of laws based on the Revised Model Business
Corporation Act and provides flexibility in the management of a corporation and
in the conduct of business that is characteristic of the New Jersey Business
Corporation Act (the "New Jersey Act"). See "Certain Differences in New Jersey
and Tennessee Corporate Laws" below.

Based upon the foregoing, the Board has determined that it would be in the
best interest of the Corporation and its shareholders to reincorporate in
Tennessee through a merger with its wholly owned subsidiary T&B Tennessee.

THE MERGER

The Reincorporation will be effected by merging the Corporation into T&B
Tennessee (the "Merger"). T&B Tennessee will be the surviving corporation of the
Merger (as such, it is sometimes referred to as the "Surviving Corporation").
The terms and conditions of the Merger are set forth in the Agreement and Plan
of Merger, and the summary of the terms and conditions of the Merger set forth
below is qualified by reference to the full text of the Agreement and Plan of
Merger.

Upon consummation of the Merger, T&B Tennessee will continue to exist in its
present form, except that it will change its name to Thomas & Betts Corporation,
and the Corporation will cease to exist as a separate New Jersey corporation.
The Reincorporation will change the legal domicile but will not result in a
change in the name, location (including the address and telephone number of the
Corporation's principal office), business, management, financial statements,
assets, liabilities or net worth of the Corporation. All of the assets,
liabilities and other properties of the Corporation will, by

16
<PAGE>
virtue of the Merger, become the assets, liabilities and other properties of the
Surviving Corporation to the fullest extent provided by law. At present, T&B
Tennessee has only nominal assets.

Following the Merger, the Board of Directors of the Surviving Corporation
will be comprised of the persons elected to the Board at the Annual Meeting, and
the persons who are currently serving as officers of the Corporation will
continue to serve in the same capacities for the Surviving Corporation.

After the Merger, the rights of shareholders and the Corporation's corporate
affairs will be governed by the Tennessee Act and the Charter and Bylaws of T&B
Tennessee (the "Tennessee Charter" and "Tennessee Bylaws," respectively),
instead of the New Jersey Act and the Corporation's Restated Certificate of
Incorporation, as amended (the "New Jersey Charter"), and Bylaws of the
Corporation. The material differences between the New Jersey Act and the
Tennessee Act are discussed below under "Certain Differences in New Jersey and
Tennessee Corporate Laws." The rights shareholders will have under the Tennessee
Charter and the Tennessee Act and the rights of shareholders under the
Corporation's New Jersey Charter and the New Jersey Act are similar in material
respects, except as discussed below under "Certain Differences in New Jersey and
Tennessee Corporate Laws." The Tennessee Bylaws and the Bylaws of the
Corporation contain differences attributable to the differences between the
Tennessee Act and the New Jersey Act. The Corporation does not believe that such
differences are material to the shareholders, except as noted below in "Certain
Differences in New Jersey and Tennessee Corporate Laws." A copy of the Tennessee
Charter is set forth as Exhibit B to this Proxy Statement. The New Jersey
Charter and Bylaws of the Corporation and the Tennessee Bylaws are available for
inspection by shareholders of the Corporation at the Corporation's principal
offices located at 1555 Lynnfield Road, Memphis, Tennessee 38119, and copies may
be obtained from the Corporation, without charge, by contacting Janice H. Way,
Corporate Secretary, at that address.

At the effective time of the Merger, each outstanding share of Common Stock
will be automatically converted into one share of the Common Stock, no par
value, of the Surviving Corporation (the "Tennessee Common Stock"). Each
outstanding certificate representing shares of Common Stock will continue to
represent the same number of shares of Tennessee Common Stock, and such
certificates will be deemed for all corporate purposes to evidence ownership of
shares of Tennessee Common Stock. IT WILL NOT BE NECESSARY FOR SHAREHOLDERS TO
EXCHANGE THEIR EXISTING STOCK CERTIFICATES FOR STOCK CERTIFICATES OF THE
SURVIVING CORPORATION. The Tennessee Common Stock will be listed on the New York
Stock Exchange ("NYSE") and traded under the symbol "TNB," without interruption,
and the delivery of existing stock certificates of the Corporation will
constitute "good delivery" of shares of the Surviving Corporation in stock
transactions effected after the Merger.

Following the Merger, the Corporation's long-term compensation plans, under
which restricted stock awards and stock options may be granted to directors,
officers and key employees, will be continued by the Surviving Corporation, and
each stock option and restricted stock award outstanding at the time of the
Merger will automatically be converted into an option to purchase, or an award
of, the same number of shares of Tennessee Common Stock at the same exercise
price and upon the same terms and conditions as set forth in the option or
award. All other employee benefit arrangements of the Corporation will also be
continued by the Surviving Corporation upon the same terms and conditions.

Consummation of the Merger is subject to the approval of the shareholders.
Aside from filings required under corporate statutes and the listing of the
Tennessee Common Stock with the NYSE (for which an application has been filed),
no Federal or state regulatory approvals are required in connection with the
Merger. The Merger is expected to become effective as soon as practicable after
shareholder approval is obtained. Prior to its effectiveness, however, the
Merger may be abandoned by the Board if, for any reason, the Board determines
that consummation of the Merger is no longer advisable.

Dissenters' rights are not available to the shareholders of the Corporation
with respect to the proposed Merger. See "Certain Differences in New Jersey and
Tennessee Corporate Laws--Dissenters' Rights" below.

17
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES OF THE REINCORPORATION

The discussion below provides general information about certain expected
Federal income tax consequences of the Reincorporation. The following summary
does not discuss certain tax considerations which vary depending on the
particular circumstances of particular shareholders and does not discuss state,
local or foreign tax laws. Each shareholder of the Corporation should consult
his or her own tax advisor as to the specific tax consequences of the
Reincorporation for such shareholder, including the applicable and possible
effect of foreign, state and local tax laws.

The Reincorporation will qualify as a tax-free corporate reorganization
under Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended (the
"Code"). No gain or loss will be recognized by shareholders of the Corporation
on the exchange of shares of the Corporation for shares of the Surviving
Corporation as a result of the Reincorporation and no gain or loss will be
recognized by the Corporation or the Surviving Corporation. Each shareholder
will have a tax basis in the shares of Tennessee Common Stock equal to the tax
basis in the shares of Common Stock held prior to the Reincorporation.

In conjunction with the Reincorporation, various outstanding rights and
options to acquire Common Stock will be converted into comparable rights and
options to acquire Tennessee Common Stock. This conversion of the rights and
options will not be taxable.

Assuming the shares of Common Stock constituted a capital asset in the hands
of the shareholder, the holding period of the shares of Tennessee Common Stock
deemed to have been received in the Reincorporation will include the period
during which the corresponding shares of the Corporation were held.

THE DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY. IT
DOES NOT ADDRESS THE STATE, LOCAL OR FOREIGN TAX ASPECTS OF THE REINCORPORATION.
THE ABOVE DISCUSSION IS BASED ON CURRENTLY EXISTING PROVISIONS OF THE CODE,
EXISTING TREASURY REGULATIONS THEREUNDER AND CURRENT ADMINISTRATIVE RULINGS AND
COURT DECISIONS. THE FOREGOING IS NOT BINDING UPON THE INTERNAL REVENUE SERVICE,
AND NO RULINGS OF THE INTERNAL REVENUE SERVICE WILL BE SOUGHT OR OBTAINED. THERE
IS NO ASSURANCE THAT THE INTERNAL REVENUE SERVICE WILL AGREE WITH THE FOREGOING
DISCUSSION. THE FOREGOING IS SUBJECT TO CHANGE AND ANY SUCH CHANGE COULD AFFECT
THE CONTINUING VALIDITY OF SUCH DISCUSSION. EACH SHAREHOLDER OF THE CORPORATION
SHOULD CONSULT HIS OR HER OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX
CONSEQUENCES OF THE REINCORPORATION TO HIM OR HER, INCLUDING THE APPLICATION AND
EFFECT OF STATE, LOCAL AND FOREIGN TAX LAWS.

CERTAIN DIFFERENCES IN NEW JERSEY AND TENNESSEE CORPORATE LAWS

Modern corporation laws have evolved to the point where the laws of many
states contain substantially similar provisions regarding major features of
corporate existence. There are, however, certain differences between the New
Jersey Act and the Tennessee Act. Although it is impracticable to note all of
the differences between the corporation laws of New Jersey and Tennessee, the
following summarizes material differences between the rights a shareholder has
under the Corporation's New Jersey Charter and Bylaws and the New Jersey Act,
and the rights a shareholder will have, if the Reincorporation is approved by
shareholders and completed, under the Tennessee Charter and Bylaws and the
Tennessee Act.

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CAPITAL STOCK

The Tennessee Charter, like the New Jersey Charter, authorizes a total of
80,500,000 shares. The Surviving Corporation will be authorized to issue
80,000,000 shares of Tennessee Common Stock and 500,000 shares of Preferred
Stock, no par value. No shares of Preferred Stock of the Corporation currently
are, and, upon consummation of the Reincorporation, no shares of the Preferred
Stock of the Surviving Corporation will be, outstanding.

Unlike the Common Stock, which has a par value of $.50 per share, the
Tennessee Common Stock does not have any par value. Both the New Jersey and the
Tennessee Acts permit the elimination of par value, and under the Tennessee Act
the mere recitation of a par value does not create a requirement for a minimum
consideration for the issuance of any such shares or create any other right.
Inasmuch as the par value of a share of stock no longer has any significance and
does not in any way affect the market value of a share of stock or its value in
the event of the dissolution of a corporation, the Corporation decided there was
no reason for the Tennessee Common Stock to have a par value.

Under the Tennessee Act, shares repurchased by a corporation are returned to
the status of authorized but unissued shares and cannot be held in treasury.
Accordingly, the shares of Common Stock currently held in treasury by the
Corporation will be cancelled upon consummation of the Reincorporation. As a
result of the elimination of par value and treasury shares, the amounts reported
in the shareholders' equity section of the balance sheet of the Corporation
under the captions "additional paid-in capital" and "cost of treasury stock"
will be consolidated with the amount for "common stock" in the balance sheet of
the Surviving Corporation, and there will be no change in total shareholders'
equity as a result of the Reincorporation.

The New Jersey Charter fixes the dividend preference of the Corporation's
Preferred Stock over the Common Stock by providing that, during any dividend
period, dividends on outstanding shares of the Corporation's Preferred Stock
must be declared and paid, or set aside for payment, before dividends may be
declared and paid, or set aside for payment, on shares of Common Stock. In
contrast, under the Tennessee Charter, the Board of Directors of the Surviving
Corporation will be authorized to determine, in whole or in part, the
preferences, limitations and relative rights of the Preferred Stock as a class.
Accordingly, the Board of Directors of the Surviving Corporation will have the
authority to determine, among other things, the dividend and liquidation
preferences, if any, of the shares of Preferred Stock of the Surviving
Corporation before the issuance of those shares. As permitted in the New Jersey
and the Tennessee Acts, the Tennessee Charter, like the New Jersey Charter,
continues to vest in the Board of Directors the authority to issue shares of
Preferred Stock in series, and to fix the designations, relative rights,
preferences and limitations of each series before issuance of shares of that
series.

The New Jersey Act provides that shareholders of corporations organized
prior to January 1, 1969 (as was the Corporation) shall have preemptive rights
unless a bylaw adopted by the shareholders prior to that date or the certificate
of incorporation provides otherwise. The New Jersey Charter provides that
shareholders shall not have preemptive rights. A similar provision has not been
included in the Tennessee Charter because, under the Tennessee Act, shareholders
of a Tennessee corporation do not have preemptive rights unless the charter
provides otherwise.

DIRECTOR AND OFFICER LIABILITY

As permitted by the New Jersey Act, the New Jersey Charter provides that a
director or officer shall not be personally liable to the Corporation or its
shareholders for damages for breach of any duty owed by that person, except for
any breach of duty based upon an act or omission (i) in breach of such person's
duty of loyalty to the Corporation or its shareholders, (ii) not in good faith
or in knowing violation of the law, or (iii) resulting in receipt by such person
of an improper benefit. To conform to Tennessee law, the limitation of personal
liability provision, included in Article VIII of the Tennessee Charter, applies
to actions taken by directors only and does not permit a director's liability
for unlawful distributions under the Tennessee Act to be eliminated. Under the
Tennessee Charter, a director will not

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be personally liable to the Surviving Corporation or its shareholders for
monetary damages for a breach of fiduciary duty as a director, except that the
liability of a director will not be eliminated or limited for (i) any breach of
the director's duty of loyalty to the Surviving Corporation or its shareholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, or (iii) unlawful distributions under the
Tennessee Act.

INDEMNIFICATION

Under both the Tennessee Act and the New Jersey Act, a corporation may
generally indemnify its officers, directors, employees and agents against
expenses (including attorneys' fees), and amounts paid or incurred in
satisfaction of judgments, fines and settlements of any proceedings (other than
derivative actions), if they act in good faith and in a manner they reasonably
believe to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, have no reasonable cause to
believe their conduct was unlawful. The New Jersey Act contains a similar
standard with respect to derivative actions, except that indemnification may be
made only for (i) expenses (including attorneys' fees) and (ii) in the event the
person seeking indemnification has been adjudicated liable, amounts deemed fair
and reasonable by the appropriate court upon application thereto. While the
Tennessee Act's indemnification provisions are not exclusive, the Tennessee Act
forbids a corporation to indemnify a director in connection with (i) a
derivative action in which the director is adjudged liable to the corporation
and (ii) any other proceeding charging improper personal benefit to the
director, whether or not involving action in the director's official capacity,
in which the director was adjudged liable on the basis that a personal benefit
was improperly received by the director.

The New Jersey Act provides that, to the extent that its present or former
directors, officers, employees and agents have been successful in defense of any
proceeding, they must be indemnified by the corporation against reasonable
expenses. The Tennessee Act provides that, unless limited by its charter, a
corporation must indemnify officers and directors (but not agents or employees)
that are wholly successful, on the merits or otherwise, against reasonable
expenses incurred in the defense of any proceeding to which they are a party
because they are or were officers or directors. The Tennessee Charter does not
limit this mandatory indemnification provision. The Tennessee Bylaws, like the
Bylaws of the Corporation, require the indemnification of directors and officers
to the fullest extent permitted by law, unless the proceeding was instituted by
the director or officer without authorization of the Board of Directors.

DERIVATIVE ACTIONS AND LIMITATIONS

Under both the Tennessee Act and the New Jersey Act, a derivative action may
be brought only by a person who is a shareholder, directly or through a voting
trust, of the corporation at the time of the challenged transaction or by a
person who acquired the shares by operation of law from a person who was a
shareholder at such time. The Tennessee Act also provides that a complaint in a
derivative proceeding must be verified and must allege with particularity the
demand, if any, that was made to obtain action by the board of directors and
either that the demand was refused or ignored, or the reason why no demand was
made. Under the Tennessee Act, the court may stay a derivative proceeding, if
the corporation commences an investigation of the charges made, until the
investigation is completed, and a derivative proceeding may be settled or
discontinued only with court approval. Both the Tennessee Act and the New Jersey
Act provide that if an action was brought without reasonable cause the court may
require the plaintiff to pay the defendants' reasonable expenses. Under the New
Jersey Act, prior to entry of final judgment, the corporation in whose right the
derivative action is brought may require the plaintiff to give security for
reasonable expenses which the corporation may incur or for which it may be
legally liable, unless the plaintiff, directly or through a voting trust, owns
at least 5% of a class or a series of shares or owns shares having a market
value of more than $25,000.

The Tennessee Act generally requires that actions alleging breach of
fiduciary duties by directors or officers must be brought within one year from
the date of the breach, or, if not discovered, within one year from the date the
breach was discovered or reasonably should have been discovered. In addition,
unless there was fraudulent concealment by the defendant, such an action may not
be brought more than three years after the date the breach occurred.

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SHAREHOLDER MEETINGS AND ACTION

Under the New Jersey Act, a special meeting of shareholders may be called by
the corporation's president, board of directors or any other officers, directors
or shareholders authorized to do so in the bylaws. Under the Tennessee Act, a
corporation is required to hold a special meeting of shareholders if called by
its board of directors or the person(s) authorized to do so by the charter or
bylaws, or, unless the charter provides otherwise, upon written demand by the
holders of at least 10% of all the votes entitled to be cast on any issue to be
considered at a meeting.

Under the Corporation's Bylaws, unless otherwise required by law, a special
shareholders' meeting may be called only by the Chairman of the Board, the
President, or the Board pursuant to a resolution adopted by a majority of the
total number of directors which the Corporation would have at the time of the
adoption of such resolution if there were no vacancies, and by no other person
or persons. To continue this procedure following the Reincorporation, Article IX
of the Tennessee Charter limits the right to call special shareholders' meetings
to the Chairman of the Board of Directors, the President, or the Board of
Directors by a majority vote of the full Board of Directors assuming no
vacancies.

Under New Jersey law, for good cause shown, a court may order a corporation
to hold a special shareholders' meeting upon application of holders of at least
10% of all the shares entitled to vote at a meeting. In contrast, under the
Tennessee Act, such an application to the court can be made only by shareholders
who have made a valid demand for a special meeting, but the meeting has not been
held or a notice of meeting issued. Under the Tennessee Charter, shareholders of
the Surviving Corporation will have no right to demand a special meeting.

SHAREHOLDER VOTES ON MERGERS AND OTHER FUNDAMENTAL TRANSACTIONS

Under New Jersey law, the affirmative vote of two-thirds of the votes cast
by the holders of shares entitled to vote is generally required to approve
various fundamental transactions involving corporations organized prior to
January 1, 1969, including (i) merger transactions for which shareholder
approval is required, consolidations and share exchanges, and dispositions of
all or substantially all of the corporation's assets other than in the regular
course of business, (ii) amendments to the corporation's certificate of
incorporation (other than those which the board of directors is entitled to
make), or (iii) voluntary dissolutions.

Under the Tennessee Act, mergers, share exchanges and dispositions of all or
substantially all of the corporation's assets other than in the regular course
of business must be approved by the affirmative vote of a majority of the
outstanding shares of each voting group. Amendments to a Tennessee charter may
be adopted by shareholders by a plurality vote at a meeting at which a quorum is
present unless the amendment would create dissenters' rights, in which case a
majority of the votes entitled to be cast by the voting group that would be
entitled to dissenters' rights is required. The Tennessee Charter does not
increase these voting requirements as would be permitted by the Tennessee Act.

DISTRIBUTIONS

Under the Tennessee Act, the Surviving Corporation may make distributions to
shareholders as long as, after the distribution (i) it will be able to pay its
debts as they become due in the usual course of business and (ii) its total
assets will not be less than the sum of its total liabilities plus (unless its
charter provides otherwise, which the Tennessee Charter does not) the amount
that would be needed if it were to be dissolved at the time of distribution to
satisfy the preferential rights upon dissolution of shareholders whose
preferential rights are superior to those receiving the distribution. Under New
Jersey law, the Corporation may make distributions so long as, after the
distribution, it will be able to pay its debts as they become due in the usual
course of business and its total assets will not be less than its total
liabilities.

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BYLAWS

The bylaws of Tennessee corporations can be adopted and amended by either
the board of directors or the shareholders, except to the extent such power is
reserved to the shareholders in the charter or under the Tennessee Act, or by
the shareholders with respect to a particular bylaw at the time that bylaw is
being amended or repealed by the shareholders. The initial bylaws of a New
Jersey corporation are adopted by the board of directors; thereafter the board
may make, alter and repeal bylaws, subject to the right of the shareholders to
make, alter or repeal any bylaw. Like the New Jersey Charter, the Tennessee
Charter provides that the Board of Directors may make, and from time to time,
alter, amend or repeal Bylaws, subject to the right of shareholders to alter,
amend or repeal any Bylaw at any annual meeting or at any special meeting,
provided notice of such proposed alteration, amendment or repeal is included in
the notice of meeting.

DIRECTORS

Under New Jersey law, a director of the Corporation may be removed, with or
without cause, by the affirmative vote of the holders of the majority of the
votes entitled to vote for the election of directors. Under Tennessee law,
unless the charter provides otherwise, directors can be removed by shareholders
with or without cause by a plurality of the votes cast. In order to continue
comparable procedures for the removal of directors, a provision has been
included in the Tennessee Charter which increases the minimum vote required to
remove a director to 50% of the total number of votes entitled to be cast at an
annual meeting or a special meeting called for that purpose. Tennessee law
permits a corporation to include in its charter a provision under which
directors can be removed by shareholders for cause only, or under which
directors can be removed for cause by a majority vote of the entire board of
directors. The Tennessee Charter provides that a director may be removed by the
shareholders with or without cause, and may be removed by a majority vote of the
entire Board of Directors for cause only. The New Jersey Charter does not
authorize the Board to remove a director for cause.

Under the New Jersey Act and the Corporation's Bylaws, vacancies in the
board of directors may be filled by the affirmative vote of a majority of the
remaining directors. The New Jersey Act further provides that any directorship
not filled by the board may be filled by the shareholders at an annual meeting
or at a special meeting of shareholders called for that purpose. Under the
Tennessee Act, vacancies on the board of directors may be filled by the board of
directors or shareholders unless otherwise provided in the charter. In order to
continue comparable procedures for the filling of vacancies, an Article has been
included in the Tennessee Charter which gives the Board of Directors the right
to fill vacancies in the first instance, and gives shareholders the right to
fill vacancies only when the Board of Directors has not done so.

CORPORATE CONTROL MEASURES

Business Combinations

Companies incorporated under the New Jersey Act can invoke the benefits of
the New Jersey Shareholders' Protection Act (which has been characterized as an
"anti-takeover statute"). This act prohibits certain types of transactions
involving a New Jersey corporation that has its principal executive offices or
significant business operations located in New Jersey and certain present or
past beneficial owners of 10% or more of such corporation's voting stock
("Interested Stockholders") for a period of five years following the date upon
which the Interested Stockholder first became such, unless prior to that date
the transaction was approved by the board of directors of the corporation. This
act also regulates transactions permitted after such five-year period.

In addition to the provisions of the New Jersey Shareholders' Protection
Act, the New Jersey Charter, in Article Eighth, also prohibits the Corporation
from engaging in a transaction, defined to

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include a merger, consolidation, liquidation, or other form of reorganization
deemed to involve the purchase or transfer of shares of the Corporation (a
"Transaction") with an interested person, generally defined to include a person
who beneficially or of record owns or controls at least 3% of the voting power
of any class of capital stock of the Corporation and who is offering shares for
repurchase or is a party to a proposed Transaction (an "Interested Person"),
unless the Transaction (i) is approved by (a) Disinterested Directors (as
defined in the New Jersey Charter) who constitute a majority of the entire Board
or (b) at least two-thirds of the votes cast by Disinterested Shareholders (as
defined in the New Jersey Charter) or (ii) meets certain fair price criteria.
Under the New Jersey Charter, the affirmative vote of two-thirds of the votes
cast by shareholders entitled to vote thereon (excluding any Interested Person)
is necessary to amend this Article.

The Tennessee Business Combination Act generally prohibits a "resident
domestic corporation" (defined below) from engaging in any "business
combination" (defined to include mergers, consolidations, sales of certain
assets, dissolutions, liquidations and other transactions) with any "interested
shareholder" (generally defined as any person that, individually or with or
through any of its affiliates or associates, beneficially owns 10% or more of
the outstanding voting securities of the corporation) for a period of five years
after the date the person becomes an interested shareholder unless (i) prior to
such date, the board of directors approved either the business combination or
the transaction which resulted in the shareholder becoming an interested
shareholder, (ii) the corporation's original charter or original bylaws provides
that the corporation shall not be governed by the statute, or (iii) the holders
of a majority of shares held continuously for at least one year approve an
amendment to the corporation's charter or bylaws expressly electing not to be
governed by the statute and expressly providing that such amendment shall not be
effective until two years after the vote of the holders of such shares.
Consummation of a business combination that is subject to the five-year
moratorium is permitted after such period, provided that the transaction (i)
complies with all applicable charter and bylaw requirements and (ii) either (a)
is approved by the holders of two-thirds of the voting stock not beneficially
owned by the interested shareholder or (b) meets certain fair price criteria.

The Tennessee Business Combination Act defines a "resident domestic
corporation" as an issuer of voting stock which is organized under the laws of
Tennessee and meets two or more of the following requirements: (i) the
corporation has, as of the last record date before the event requiring a
determination to be made, more than either 10,000 or 10% of its shareholders
resident in Tennessee or more than 10% of its outstanding shares held by
resident Tennessee shareholders, (ii) the corporation has its principal office
or place of business in Tennessee, (iii) the corporation has the principal
office or place of business of a significant subsidiary, representing not less
than 25% of the corporation's consolidated net sales, located in Tennessee, (iv)
the corporation employs more than 250 individuals in Tennessee or has a combined
annual payroll paid to Tennessee residents in excess of $5,000,000, (v) the
corporation produces goods and/or services in Tennessee which result in annual
gross receipts in excess of $10,000,000, or (vi) the corporation has physical
assets and/or deposits, including those of any subsidiary, located in Tennessee
which exceed $10,000,000 in value.

Following the Reincorporation, the Surviving Corporation will meet the
definition of a "resident domestic corporation." The Tennessee Charter does not
contain a provision electing not to be governed by the Tennessee Business
Combination Act, and unlike the New Jersey Charter does not impose any
additional requirements on transactions between the Surviving Corporation and
its shareholders beyond those imposed by Tennessee law.

Control Share Acquisitions

The Tennessee Control Share Acquisition Act generally provides that any
person or group of persons that acquires the power to vote more than specified
levels (one-fifth, one-third or a majority) of the shares of certain domestic
corporations will not have the right to vote such shares unless granted voting
rights by the holders of a majority of the votes entitled to be cast, excluding
"interested shares."

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Interested shares are those shares held by the acquiring person, officers of the
corporation and employees of the corporation who are also directors of the
corporation. If approval of voting power for the shares is obtained at one of
the specified levels, additional shareholder approval is required when a
shareholder seeks to acquire the power to vote shares at the next level. In the
absence of such approval, the additional shares acquired by the shareholder may
not be voted until they are transferred to another person in a transaction other
than a control share acquisition. The Tennessee Control Share Acquisition Act
applies only to a Tennessee corporation whose charter or bylaws contain an
express declaration (which the Tennessee Charter and Bylaws do not) that control
share acquisitions in respect of the shares of such corporation are governed by
and subject to the provisions of such act and the corporation has (i) 100 or
more shareholders, (ii) its principal place of business, its principal office,
or substantial assets within Tennessee, and (iii) either (a) more than 10% of
its shareholders as residents of Tennessee, (b) more than 10% of its shares
owned by Tennessee residents, or (c) 10,000 or more shareholders resident in
Tennessee. New Jersey has no comparable statute.

Upon the Reincorporation, the Tennessee Control Share Acquisition Act will
not apply to the Surviving Corporation because the Tennessee Charter and Bylaws
do not contain a declaration that the Act will apply.

Investor Protection Laws

The New Jersey Corporation Takeover Bid Disclosure Law regulates "takeover
offers" to purchase such number of shares of any class of equity securities of a
"target company" as would result in the offeror owning more than 10% of the
outstanding shares of such class, or in the aggregate (after giving effect to
all conversion and purchase rights held by the offeror), more than 10% of the
stock of the target company which would be outstanding, unless such takeover
offer is approved by the target company's board of directors. Among other
things, the Corporation Takeover Bid Disclosure Law requires, at least 20 days
before a takeover offer is made, filing by the offeror with the New Jersey
Bureau of Securities in the Division of Consumer Affairs in the Department of
Law and Public Safety, and delivery of a copy thereof to the target company, of
a statement setting forth extensive information concerning the offeror, the
offer, plans for material changes in the business, and other matters. The law
permits the chief of the Bureau of Securities to permit the takeover bid to go
forward, or to hold a public hearing respecting the offer, if he or she
determines such hearing to be necessary or if the target company's board of
directors so requests. After the hearing, the Bureau chief may prohibit the
offer from proceeding if he or she finds that (i) the financial condition of the
offeror is such as to jeopardize the financial stability of the target company
or prejudice the interests of any employees or security holders unaffiliated
with the offeror; (ii) the terms of the proposal are unfair to the target
company's security holders; (iii) the offeror's plans respecting material
changes in the target company's business or corporate structure or management
are not in the interests of the target company's remaining security holders or
employees; (iv) the competence, experience and integrity of the person
contemplated to control the target company after the takeover are such that it
would not be in the interest of the target company's remaining security holders
or employees to permit the takeover; or (v) the terms of the takeover bid do not
comply with the provisions of the statute. The Corporation Takeover Bid
Disclosure Law has been held to be unconstitutional by at least one court, and
the Corporation is not able to predict whether the constitutionality of the law
would ultimately be upheld against constitutional challenge.

The Tennessee Investor Protection Act provides that, unless a Tennessee
corporation's board of directors has recommended a takeover offer to
shareholders, no offeror beneficially owning 5% or more of any class of equity
securities of the offeree company, any of which was purchased within one year
prior to the proposed takeover offer, may offer to acquire any class of equity
security of the offeree company pursuant to a tender offer if after the
acquisition thereof the offeror would be directly or indirectly a beneficial
owner of more than 10% of any class of outstanding equity securities of the
company unless the offeror, before making such purchase, (i) makes a public
announcement of his or her intention with respect to changing or influencing the
management or control of the offeree company,

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(ii) makes a full, fair and effective disclosure of such intention to the person
from whom he or she intends to acquire such securities, and (iii) files with the
Tennessee Commissioner of Commerce and Insurance (the "Commissioner") and the
offeree company a statement signifying such intentions and containing such
additional information as may be prescribed by the Commissioner. Such an offeror
must provide that any equity securities of an offeree company deposited or
tendered pursuant to a takeover offer may be withdrawn by an offeree at any time
within seven days from the date the offer has become effective following filing
with the Commissioner and the offeree company and public announcement of the
terms or after 60 days from the date the offer has become effective. If the
takeover offer is for less than all the outstanding equity securities of any
class, such an offeror also must accept securities pro rata if the number of
securities tendered is greater than the number the offeror has offered to accept
and pay for. If such an offeror varies the terms of the takeover offer before
its expiration date by increasing the consideration offered to offerees, the
offeror must pay the increased consideration for all equity securities accepted.

The Tennessee Investor Protection Act does not apply to an offer involving a
vote by holders of equity securities of the offeree company, pursuant to its
charter, on a merger, consolidation or sale of corporate assets in consideration
of the issuance of securities of another corporation, or on a sale of its
securities in exchange for cash or securities of another corporation.

Greenmail

The Tennessee Greenmail Act prohibits a Tennessee corporation that has a
class of voting stock registered or traded on a national securities exchange or
registered with the Securities and Exchange Commission pursuant to Section 12(g)
of the Securities Exchange Act of 1934, as amended (the "1934 Act") from
purchasing, directly or indirectly, any of its shares at a price above the
market value of such shares (defined as the average of the highest and lowest
closing market prices of such shares during the 30 trading days preceding the
purchase or preceding the commencement or announcement of a tender offer if the
seller of such shares has commenced a tender offer or announced an intention to
seek control of the corporation) from any person who holds more than 3% of the
class of securities to be purchased if such person has held such shares for less
than two years, unless the purchase has been approved by the affirmative vote of
a majority of the outstanding shares of each class of voting stock issued by
such corporation or the corporation makes an offer, of at least equal value per
share, to all holders of shares of such class.

While New Jersey has no comparable statute, the New Jersey Charter does
contain a similar restriction on the repurchase of shares from an Interested
Person at a price exceeding the average price paid by such Interested Person to
purchase shares during the preceding two years. The affirmative vote of
two-thirds of the votes cast by shareholders entitled to vote thereon (excluding
any Interested Person) is necessary to amend this restriction.

Upon consummation of the Reincorporation, the Tennessee Greenmail Act will
apply to the Surviving Corporation. Unlike the New Jersey Charter, there is no
provision in the Tennessee Charter that imposes any conditions on the repurchase
of shares.

Other Constituencies

The Tennessee Act provides that no resident domestic corporation (as defined
above) having any class of voting stock registered or traded on a national
securities exchange or registered with the Securities and Exchange Commission
pursuant to Section 12(g) of the 1934 Act or any of its officers or directors
may be held liable at law or in equity for (i) having failed to approve the
acquisition of shares by an interested shareholder on or before the date such
shareholder became an interested shareholder, (ii) seeking to enforce or
implement the provisions of the Tennessee Business Combination Act or the
Tennessee Control Share Acquisition Act, (iii) failing to adopt or recommend any
charter or bylaw amendment or provision in respect of any one or more of these
Acts or the Tennessee Greenmail Act, or

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(iv) opposing any merger, exchange, tender offer or significant disposition of
the assets of the resident domestic corporation or any subsidiary of such
corporation because of a good faith belief that such merger, exchange, tender
offer or significant disposition of assets would adversely affect the
corporation's employees, customers, suppliers, the communities in which the
corporation or its subsidiaries operate or are located or any other relevant
factor if such factors are permitted to be considered by the board of directors
under the corporation's charter in connection with the merger, exchange, tender
offer or significant disposition of assets.

Under the New Jersey Act, directors, in discharging their duties and
determining what is in the best interest of the corporation, have the statutory
right to consider the effect a transaction will have on the corporation's
employees, suppliers, creditors, customers and the communities in which the
corporation operates, as well as the long-term and short-term interests of the
corporation and shareholders. If, based on these factors, the board of directors
determines that a proposal or offer to acquire the corporation is not in the
corporation's best interest, it may reject the offer, and will have no
obligation to facilitate the offer. To continue the discretion afforded
directors under the New Jersey Act, Article VII of the Tennessee Charter
contains a provision expressly authorizing directors to consider other
constituencies in connection with a proposed merger, exchange, tender offer or
significant asset disposition transaction.

DISSENTERS' RIGHTS

Under the Tennessee Act, dissenters' rights are not available with respect
to any shares of a security if, as of the date of the transaction, the security
is listed on an exchange registered under Section 6 of the 1934 Act or is a
"national market system security" within the meaning of the 1934 Act. Similarly,
under the New Jersey Act, dissenters' rights are not available to a shareholder
of a New Jersey corporation whose shares are listed on a national securities
exchange or where the shares are held by 1,000 or more shareholders on the
record date fixed to determine the shareholders entitled to vote on such
transactions.

Since the Common Stock is currently listed and the shares of the Surviving
Corporation will continue to be listed on the NYSE, dissenters' rights are not
available to shareholders of the Corporation while incorporated in New Jersey
and will not be available to the Corporation's shareholders in connection with
the Reincorporation or to shareholders of the Surviving Corporation while
incorporated in Tennessee.

SHAREHOLDER INSPECTION OF BOOKS AND RECORDS

The Tennessee Act provides that a shareholder is entitled to inspect and
copy the charter, bylaws, certain board and shareholder resolutions, certain
minutes and records of meetings and actions of shareholders, certain written
communications to shareholders, a list of the names and business addresses of
the corporation's current officers and directors, and the corporation's most
recent annual report, during regular business hours at the principal office of
the corporation if the shareholder gives at least five business days' prior
written notice to the corporation. A Tennessee corporation must also make
available a voting list setting forth the names, addresses, and numbers of
shares held by each shareholder entitled to vote at a shareholders' meeting,
beginning two business days after notice of the meeting was given. In addition,
a shareholder of a Tennessee corporation is entitled to inspect and copy certain
other books and records of the corporation during regular business hours at a
reasonable location specified by the corporation if the shareholder gives at
least five business days' prior written notice to the corporation and (i) the
shareholder's demand is made in good faith and for a proper purpose, (ii) the
demand describes with particularity the shareholder's purpose and the records to
be inspected or copied, and (iii) the requested records are directly connected
with such purpose.

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<PAGE>
Under the New Jersey Act, a voting list setting forth the names, addresses
and numbers of shares held by each shareholder entitled to vote must be
available for inspection by any shareholder during any shareholders' meeting. In
addition, any person who has been a shareholder of record for at least six
months immediately preceding a demand by such person, or any person holding, or
so authorized by the holders of, at least 5% of the outstanding shares of any
class or series, upon at least five days' written demand, has the right, for any
proper purpose, to examine, in person or by agent or attorney, during usual
business hours, the minutes of the proceedings of the corporation's shareholders
and record of shareholders, and to make extracts therefrom at the place where
they are kept. Also, irrespective of the length of time during which a
shareholder shall have been a record shareholder or of the number of shares
held, a court is empowered, upon proof of proper purpose, to compel production
for examination by the shareholder of the books and records of account, minutes
and record of shareholders.

VOTE REQUIRED FOR REINCORPORATION

Approval of the Reincorporation will constitute specific approval of the
Agreement and Plan of Merger and the Charter of the Surviving Corporation as set
forth in Exhibits A and B, respectively, to this Proxy Statement and will
require the affirmative vote of two-thirds of the votes cast on this proposal.
Abstentions and broker non-votes will not be counted as votes cast, either for
or against this proposal, in accordance with the New Jersey Act and will have no
impact on the vote.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.

3. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The independent public accountants for the Corporation in fiscal year 1995
were KPMG Peat Marwick LLP. The Board, upon the recommendation of the Audit
Committee, has appointed this firm, subject to ratification by the shareholders,
to audit the financial statements of the Corporation for the fiscal year 1996
and until the 1997 Annual Meeting of Shareholders. The firm has audited the
Corporation's financial statements annually since 1969, is considered to be well
qualified, and has no financial interest, direct or indirect, in the Corporation
or any subsidiary of the Corporation. If the shareholders do not ratify this
appointment, the Audit Committee and the Board will consider the appointment of
other independent public accountants.

Representatives of KPMG Peat Marwick LLP will be present at the Annual
Meeting to make a statement if they desire to do so, and to respond to
appropriate questions.

Ratification of the appointment of KPMG Peat Marwick LLP will require the
affirmative vote of a majority of the votes cast on this proposal. Abstentions
and broker non-votes will not be counted as votes cast, either for or against
this proposal, in accordance with the New Jersey Act and will have no impact on
the vote.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.

SHAREHOLDER PROPOSALS

Shareholder proposals intended to be presented at the 1997 Annual Meeting of
Shareholders, in addition to meeting certain eligibility requirements
established by the Securities and Exchange Commission, must be in writing and
received by the Corporate Secretary at the Corporation's principal executive
offices by November 21, 1996, to be considered for inclusion in the
Corporation's proxy statement and form of proxy for the 1997 Annual Meeting of
Shareholders.

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OTHER BUSINESS

The Annual Meeting is called for the purposes set forth in the Notice. The
Board does not know of any matter for action by shareholders at such meeting
other than the matters described in the Notice. To be properly brought before
the Annual Meeting, the matter must be an appropriate subject for shareholder
consideration, timely notice thereof must be given in writing to the Corporate
Secretary, and other applicable requirements must be met. In general, such
notice is timely if it is delivered to the Corporate Secretary at the principal
executive offices of the Corporation not less than 60 nor more than 90 days
prior to the first anniversary of the preceding year's annual meeting.
Alternative notice deadlines apply if the date of the annual meeting differs by
more than 30 days from the date of the previous year's annual meeting. The
Bylaws specify the information to be included in the shareholder's notice. An
interested shareholder can obtain a complete copy of the Bylaw provisions by
making a written request therefor to the Corporate Secretary. The enclosed proxy
will confer discretionary authority with respect to matters which are not known
at the date of printing hereof but which may properly come before the Annual
Meeting. It is the intention of the persons named in the proxy to vote in
accordance with their best judgment on any such matter.

By Order of the Board of Directors,
JANICE H. WAY, Corporate Secretary

<PAGE>

P R O X Y
THOMAS & BETTS CORPORATION
(Solicited on Behalf of the Board of Directors)
Annual Meeting Of Shareholders--May 1, 1996

The undersigned hereby appoints T. KEVIN DUNNIGAN, FRED R. JONES and JERRY
KRONENBERG as Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse side
hereof, all the shares of Common Stock of Thomas & Betts Corporation held by the
undersigned on March 8, 1996, at the Annual Meeting of Shareholders to be held
on May 1, 1996, or any adjournment thereof.

Nominees for election as directors: Change of Address Only:

R.B. Carey, Jr., E.H. Drew, T.K. Dunnigan, --------------------------
J.K. Hauswald, T.W. Jones, R.A. Kenkel, --------------------------
K.R. Masterson, C.R. Moore, --------------------------
J.D. Parkinson, J.-P. Richard, I.M. Ross, --------------------------
and W.H. Waltrip. (If you have written in the
above space, please mark the
corresponding box on the reverse
side of this card)

You are encouraged to specify your choices by marking the appropriate boxes,
SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. The Proxies cannot
vote your shares unless you sign and return this card.
--------------
|SEE REVERSE |
| SIDE |
--------------

<PAGE>

The Board of Directors recommends a vote FOR proposals 1, 2 and 3.

1. Election of Directors FOR WITHHELD
(see reverse) ______ ______
| | | |
| | | |
| | | |
------ ------

For, except vote withheld from the following nominee(s)

- --------------------------------------------------------------

2. Approval of Reincorporation in Tennessee.

FOR AGAINST ABSTAIN
______ ______ ______
| | | | | |
| | | | | |
| | | | | |
------ ------ ------

3. Ratification of appointment of KPMG Peat Marwick LLP as independent public
accountants.

FOR AGAINST ABSTAIN
______ ______ ______
| | | | | |
| | | | | |
| | | | | |
------ ------ ------

4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

NOTE: Please sign exactly as your name appears on this Proxy. Joint owners
should each sign personally. When signing as attorney, executor,
administrator, guardian, custodian, or corporate official, sign name
and title.

- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
SIGNATURE(S) DATE

<PAGE>

EXHIBIT INDEX

EXHIBIT DESCRIPTION
- ------- -----------

99.1 Agreement and Plan of Merger

99.2 Charter of Thomas & Betts Tennessee, Inc.

EXHIBIT 99.1

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER dated March 11, 1996 (the "Agreement"), is
entered into between THOMAS & BETTS CORPORATION, a New Jersey corporation ("T&B
New Jersey") and THOMAS & BETTS TENNESSEE, INC., a Tennessee corporation ("T&B
Tennessee").

RECITALS

A. T&B New Jersey has an aggregate authorized capital of 80,000,000 shares
of Common Stock, par value $.50 per share (the "New Jersey Common Stock"), and
500,000 shares of Preferred Stock, no par value.

B. T&B Tennessee has an aggregate authorized capital stock of 80,000,000
shares of Common Stock, no par value (the "Tennessee Common Stock"), of which
100 shares of Tennessee Common Stock were duly issued to T&B New Jersey and are
now outstanding, and 500,000 shares of Preferred Stock, no par value, of which
no shares have been issued.

C. The respective Boards of Directors of T&B New Jersey and T&B Tennessee
believe that the best interests of T&B New Jersey and T&B Tennessee and their
respective shareholders will be served by the merger of T&B New Jersey with and
into T&B Tennessee under and pursuant to the provisions of this Agreement, the
New Jersey Business Corporation Act and the Tennessee Business Corporation Act.

NOW, THEREFORE, in consideration of the Recitals and the mutual agreements
and undertakings herein contained, the parties hereby agree as follows:

1. MERGER. The names of the corporations planning to merge are Thomas &
Betts Corporation and Thomas & Betts Tennessee, Inc. T&B New Jersey shall be
merged with and into T&B Tennessee (the "Merger").

2. EFFECTIVE TIME. The Merger shall become effective immediately upon
the filing of a certificate of merger with the Secretary of State of New
Jersey in accordance with the New Jersey Business Corporation Act and the
filing of articles of merger with the Secretary of State of Tennessee in
accordance with the Tennessee Business Corporation Act. The time of such
effectiveness is hereinafter called the "Effective Time."

3. SURVIVING CORPORATION. T&B Tennessee shall be the surviving
corporation of the Merger (the "Surviving Corporation") and shall continue
to be governed by the laws of the State of Tennessee. At the Effective Time,
the separate corporate existence of T&B New Jersey shall cease.

4. NAME OF SURVIVING CORPORATION. At the Effective Time, Article I of
the Charter of T&B Tennessee shall automatically by virtue of the Merger be
amended to change the name of T&B Tennessee to Thomas & Betts Corporation.
As so amended, the text of Article I of the Charter of T&B Tennessee shall
read in its entirety as follows:

The name of the corporation is Thomas & Betts Corporation.

5. CHARTER. Except as provided in Section 4, the Charter of T&B
Tennessee as it exists at the Effective Time shall be the Charter of the
Surviving Corporation following the Effective Time until the same shall
thereafter be amended or repealed in accordance with the laws of the State
of Tennessee.

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6. BYLAWS. The Bylaws of T&B Tennessee as they exist at the Effective
Time shall be the Bylaws of the Surviving Corporation following the
Effective Time, unless and until the same shall be amended or repealed in
accordance with the provisions thereof and the laws of the State of
Tennessee.

7. BOARD OF DIRECTORS AND OFFICERS. The members of the Board of
Directors and the officers of T&B New Jersey immediately prior to the
Effective Time shall be the members of the Board of Directors and the
officers, respectively, of the Surviving Corporation following the Effective
Time, and such persons shall serve in such offices for the terms provided by
law or in the Bylaws, or until their respective successors are elected and
qualified.

8. RETIREMENT OF OUTSTANDING TENNESSEE COMMON STOCK. At the Effective
Time, each of the 100 shares of the Tennessee Common Stock issued and
outstanding immediately prior to the Effective Time shall, by virtue of the
Merger, be retired and canceled and returned to the status of authorized but
unissued shares, and no shares of Tennessee Common Stock or other securities
of the Surviving Corporation shall be issued in respect thereof.

9. CONVERSION OF OUTSTANDING NEW JERSEY COMMON STOCK. At the Effective
Time, each issued and outstanding share of New Jersey Common Stock and all
rights in respect thereof shall be converted into one fully-paid and
nonassessable share of Tennessee Common Stock, and each certificate
representing shares of New Jersey Common Stock shall automatically by virtue
of the Merger for all purposes be deemed to evidence the ownership of the
same number of shares of Tennessee Common Stock as are set forth in such
certificate. After the Effective Time, each holder of an outstanding
certificate which, immediately prior to the Effective Time, represented
shares of New Jersey Common Stock may (but will not be required to)
surrender the same to the Surviving Corporation's registrar and transfer
agent for cancellation, and each such holder shall be entitled to receive in
exchange therefor a certificate(s) evidencing the ownership of the same
number of shares of Tennessee Common Stock as are represented by the
certificate(s) so surrendered to the Surviving Corporation's registrar and
transfer agent.

10. CANCELLATION OF NEW JERSEY COMMON STOCK HELD IN TREASURY. Shares of
New Jersey Common Stock that have been issued and are held in treasury by
T&B New Jersey immediately prior to the Effective Time shall automatically
by virtue of the Merger be canceled at the Effective Time, and no shares of
Tennessee Common Stock or other securities of the Surviving Corporation
shall be issued in respect thereof.

11. STOCK OPTIONS, ETC. At the Effective Time, each stock option and
other right to subscribe for, purchase or receive shares of New Jersey
Common Stock shall automatically by virtue of the Merger be converted into a
stock option or other right to subscribe for, purchase or receive, on the
same terms and conditions, the same number of shares of Tennessee Common
Stock, and each certificate, agreement, note or other document representing
such stock option or other right to subscribe for, purchase or receive
shares of New Jersey Common Stock shall for all purposes be deemed to
evidence the ownership of a stock option or other right to subscribe for,
purchase or receive shares of Tennessee Common Stock.

12. RIGHTS AND LIABILITIES OF THE SURVIVING CORPORATION. At and after
the Effective Time, and all in the manner of and as more fully set forth in
the Tennessee Business Corporation Act and the New Jersey Business
Corporation Act, the title to all real estate and other property, or any
interest therein, owned by each of T&B New Jersey and T&B Tennessee shall be
vested in the Surviving Corporation without reversion or impairment; the
Surviving Corporation shall succeed to and possess, without further act or
deed, all estates, rights, privileges, powers, and franchises, both public
and private, and all of the property, real, personal and mixed, of each of
T&B New Jersey and T&B Tennessee without reversion or impairment; the
Surviving Corporation

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<PAGE>
shall thenceforth be responsible and liable for all the liabilities and
obligations of each of T&B New Jersey and T&B Tennessee; any claim existing
or action or proceeding pending by or against T&B New Jersey or T&B
Tennessee may be continued as if the Merger did not occur or the Surviving
Corporation may be substituted for T&B New Jersey in the proceeding; neither
the rights of creditors nor any liens upon, or security interests in, the
property of T&B New Jersey or T&B Tennessee shall be impaired by the Merger;
and the Surviving Corporation shall indemnify and hold harmless the officers
and directors of each of the parties hereto against all such debts,
liabilities and duties and against all claims and demands arising out of the
Merger.

13. CONDITION; TERMINATION. Consummation of the Merger shall be subject
to the receipt of the approval of this Agreement by the shareholders of T&B
New Jersey and T&B Tennessee in accordance with the New Jersey Business
Corporation Act and the Tennessee Business Corporation Act, respectively.
This Agreement may be terminated and abandoned by action of either the Board
of Directors of T&B New Jersey or the Board of Directors of T&B Tennessee at
any time prior to the Effective Time, whether before or after approval by
the shareholders of either or both of the parties hereto.

14. AMENDMENT. The Boards of Directors of the parties hereto may amend
this Agreement at any time prior to the Effective Time; provided that an
amendment made subsequent to the approval of this Agreement by the
shareholders of either of the parties hereto shall not: (a) change the
amount or kind of shares, securities, cash, property or rights to be
received in exchange for or on conversion of all or any of the shares of the
parties hereto, (b) change any term of the Charter of T&B Tennessee, or (c)
change any other terms or conditions of this Agreement if such change would
adversely affect the holders of any capital stock of either party hereto.

15. GOVERNING LAW; SEVERABILITY. This Agreement shall in all respects be
construed, interpreted and enforced in accordance with and governed by the
laws of the State of Tennessee. If any one or more of the provisions
contained in this Agreement shall be invalid, illegal or unenforceable for
any reason, such invalidity, illegality or unenforceability shall not affect
any other provisions of this Agreement, which shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.

IN WITNESS WHEREOF, each of the parties hereto, pursuant to authority duly
granted by their respective Board of Directors, has caused this Plan and
Agreement of Merger to be executed, respectively, by its Chairman and Chief
Executive Officer.

THOMAS & BETTS CORPORATION,
a New Jersey corporation

By: /s/ T. KEVIN DUNNIGAN
..................................

T. Kevin Dunnigan,
Chairman and Chief Executive
Officer

THOMAS & BETTS TENNESSEE, INC.,
a Tennessee corporation

By: /s/ T. KEVIN DUNNIGAN
..................................

T. Kevin Dunnigan,
Chairman and Chief Executive
Officer

A-3

EXHIBIT 99.2

CHARTER
OF
THOMAS & BETTS TENNESSEE, INC.

ARTICLE I
CORPORATE NAME

The name of the corporation is Thomas & Betts Tennessee, Inc.

ARTICLE II
INITIAL REGISTERED AGENT AND OFFICE

The initial registered agent of the corporation is C T Corporation System,
and the initial registered office of the corporation is at 530 Gay Street,
Knoxville, County of Knox, Tennessee 37902.

ARTICLE III
INITIAL PRINCIPAL OFFICE

The initial principal office of the corporation is at 1555 Lynnfield Road,
Memphis, Tennessee 38119.

ARTICLE IV
INCORPORATORS

The incorporators are T. Kevin Dunnigan and Clyde R. Moore, 1555 Lynnfield
Road, Memphis, Tennessee 38119.

ARTICLE V
NATURE AND PURPOSES OF CORPORATION

The corporation is for profit. The purposes for which this corporation is
organized are to engage in and to do any lawful act concerning any or all lawful
business for which corporations now or at any time hereafter may be incorporated
under the Tennessee Business Corporation Act, as amended from time to time.

ARTICLE VI
AUTHORIZED SHARES

The corporation is authorized to issue 80,500,000 shares, consisting of
80,000,000 shares of Common Stock, no par value, and 500,000 shares of Preferred
Stock, no par value. The designations, relative rights, preferences and
limitations of the shares of each class, or the manner in which such relative
rights, preferences and limitations are determined, are as follows:

Common Stock. The Common Stock shall have full voting rights and shall
entitle the holders thereof to one vote for each share of Common Stock held.

Preferred Stock. Subject to the provisions hereof, the Board of Directors is
hereby expressly authorized to determine, in whole or in part, the preferences,
limitations and relative rights of the

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<PAGE>
Preferred Stock as a class, and to issue shares of Preferred Stock in series,
and to fix from time to time before issuance the number of shares to be included
in each series and the designations, relative rights, preferences and
limitations of all shares of each series. The authority of the Board of
Directors with respect to each series shall include, without limitation, the
determination of any or all of the following matters:

(a) The number of shares constituting such series and the designation
thereof to distinguish the shares of such series from the shares of all
other series;

(b) The dividend rate on the shares of such series and whether such
dividends shall be cumulative and, if cumulative, the date from which
dividends shall accumulate;

(c) The redemption price or prices for shares of such series, if
redeemable, and the terms and conditions of such redemption;

(d) The preference, if any, of shares of such series in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the
corporation;

(e) The voting rights, if any, of shares of such series in addition to
the voting rights prescribed by law and the terms of exercise of such voting
rights;

(f) The right, if any, of shares of such series to be converted into
shares of any other series or class and the terms and conditions of such
conversion;

(g) The terms or amount of any sinking fund provided for the purchase or
redemption of such series; and

(h) Any other relative rights, preferences and limitations of such
series.

The shares of each series may vary from the shares of any other series as to
any of such matters.

ARTICLE VII
MANAGEMENT OF THE CORPORATION

The property, affairs, and business of the corporation shall be managed by a
Board of Directors which shall exercise all the powers of the corporation
without action by the shareholders, except as otherwise expressly provided by
statute or by this Charter or by the Bylaws.

The Board of Directors may make Bylaws, and, from time to time, may alter,
amend or repeal any Bylaws; but any Bylaw made, altered or amended by the Board
of Directors may be altered, amended or repealed by the shareholders at any
annual meeting or at any special meeting provided notice of such proposed
alteration, amendment or repeal is included in the notice of meeting.

In discharging the duties of a director and in determining what the director
reasonably believes to be in the best interests of the corporation, a director
may, in addition to considering the effects of any action on shareholders and to
the maximum extent permitted by law, consider any relevant factor. Without
limiting the generality of the foregoing, the Board of Directors of the
corporation may consider the effects a proposed merger, exchange, tender offer
or significant disposition of the assets of the corporation or any of the
corporation's subsidiaries would have on the corporation's employees, customers,
suppliers, and the communities in which the corporation or its subsidiaries
operate or are located, and the long-term as well as the short-term interests of
the corporation and its shareholders, including the possibility that these
interests may best be served by the continued independence of the corporation,
in connection with its deliberations concerning, and actions taken with respect
to, such merger, exchange, tender offer or significant disposition of assets.

B-2
<PAGE>
ARTICLE VIII
LIMITATION OF DIRECTOR LIABILITY

No person who is or was a director of the corporation, or such person's
heirs, executors or administrators, shall be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that this provision shall not eliminate
or limit the liability of any such party (i) for any breach of a director's duty
of loyalty to the corporation or its shareholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, or (iii) for unlawful distributions under the Tennessee Business
Corporation Act. Any repeal or modification of the provisions of this Article
VIII, directly or by the adoption of an inconsistent provision of this Charter,
shall not adversely affect any right or protection in favor of a particular
individual at the time of such repeal or modification.

ARTICLE IX
SPECIAL MEETING OF SHAREHOLDERS

A special meeting of shareholders may be called at any time by the Chairman
of the Board of Directors or by the President or by the Board of Directors
pursuant to a resolution adopted by a majority of the total number of directors
which the corporation would have at the time of the adoption of such resolution
if there were no vacancies, and by no other person or persons.

ARTICLE X
REMOVAL OF DIRECTORS AND FILLING OF VACANCIES

Any director may be removed, either with or without cause, at any time, by
the affirmative vote of at least 50% of the total number of votes entitled to be
cast at a special meeting of shareholders called for that purpose.

Any director may be removed for cause, at any time, by a majority vote of
the entire Board of Directors at a meeting called for that purpose, the notice
of meeting for which states that a purpose of the meeting is the removal of a
director.

Any vacancy in the Board of Directors arising at any time and for any cause,
may be filled by the vote of a majority of the directors remaining in office.
Any vacancy not filled by the Board of Directors may be filled by the
shareholders at an annual meeting or at a special meeting of shareholders called
for that purpose.

Dated: February 20, 1996

T. Kevin Dunnigan, Incorporator

Clyde R. Moore, Incorporator

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