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THOMAS & BETTS CORPORATION
EXECUTIVE RETIREMENT PLAN
(AS AMENDED JUNE 7, 2000)
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THOMAS & BETTS CORPORATION
EXECUTIVE RETIREMENT PLAN
AS AMENDED JUNE 7, 2000
INTRODUCTION
Thomas & Betts Corporation (the "Company") has adopted this Executive Retirement
Plan effective as of September 2, 1992, as amended on December 16, 1993,
February 5, 1997, June 4, 1997, December 1, 1999 and as further amended on June
7, 2000, to provide additional retirement income and death benefit protection to
certain officers of the Company in recognition of their contribution to the
Company in carrying out senior management responsibilities. The terms and
conditions of participation and benefits under this Executive Retirement Plan
are set out in this document.
All benefits payable under this Plan, which is intended to constitute a
non-qualified, unfunded deferred compensation plan for a select group of
management employees under Title I of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), shall be paid out of the general assets of
the Company.
ARTICLE I. DEFINITIONS
1.01 "ACTUARIAL EQUIVALENT" shall mean the equivalent value when computed
based on the UP-84 Mortality Table and an interest rate equal to 100
percent of the interest rate which would be used by the Pension Benefit
Guaranty Corporation (under the pre-11/l/93 methodology) for valuing
immediate annuities for single employer plans that terminate
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on the first day of the month in which the Eligible Employee's Benefit
payments commence (the "PBGC Interest Rate").
1.02 "AFFILIATED COMPANY" shall mean any company not participating in the
Plan which is a member of a controlled group of corporations (as
defined in Section 414(b) of the Code) which also includes as a member
the Company; any trade or business under common control (as defined in
Section 414(c) of the Code) with the Company; any organization (whether
or not incorporated) which is a member of an affiliated service group
(as defined in Section 414(m) of the Code) which includes the Company;
and any other entity required to be aggregated with the Company
pursuant to regulations under Section 414(o) of the Code.
1.03 "AVERAGE MONTHLY COMPENSATION" shall mean the average monthly
Compensation of an Eligible Employee during any sixty (60) consecutive
months during his employment with the Company or an Affiliated Company
affording the highest such average. Compensation for this purpose shall
mean Compensation as defined in Section 1.10.
1.04 "BENEFICIARY" shall mean the person or persons designated by an
Eligible Employee as beneficiary in a time and manner determined by the
Committee. If the Eligible Employee fails to designate a Beneficiary or
if the Beneficiary predeceases the Eligible Employee, the Eligible
Employee's spouse shall be the Beneficiary or if no spouse survives the
Eligible Employee, the Eligible Employee's estate shall be the
Beneficiary. An Eligible
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Employee may change his designated Beneficiary in a time and manner
determined by the Committee.
1.05 "BENEFIT" shall mean the payments payable under Article 2 of this Plan.
1.06 "BOARD OF DIRECTORS" shall mean the Board of Directors of Thomas &
Betts Corporation.
1.07 "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
1.08 "COMMITTEE" shall mean the Company's Human Resources Committee of the
Board of Directors, any successor or substitute committee thereto, or,
during any period of time when no such committee is in existence, the
Company's entire Board of Directors.
1.09 "COMPANY" shall mean the Thomas & Betts Corporation or any successor by
merger, purchase or otherwise, with respect to its employees and such
affiliated companies authorized by the Board of Directors, on such
terms and conditions as the Board may determine, to participate in the
Plan.
1.10 "COMPENSATION" shall mean the base cash compensation paid to an
Eligible Employee in respect of each month for services rendered to the
Company by such Eligible Employee, plus the amount paid pursuant to the
provisions of the Executive Incentive Plan and the Management Incentive
Plan or such substitute or similar plans, determined
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prior to any pre-tax contributions under a "qualified cash or deferred
arrangement" (as defined under Section 401(k) of the Code and its
applicable regulations) or under a "cafeteria plan" (as defined under
Section 125 of the Code and its applicable regulations) and prior to
any amount which an Eligible Employee has elected to defer under the
Thomas & Betts Supplemental Executive Investment Plan.
1.11 "CREDITED SERVICE" shall mean with respect to an Eligible Employee
service determined pursuant to the provisions of Section 2.9 of the
Retirement Plan. Notwithstanding the foregoing, an Eligible Employee
may, subject to the approval by the Committee, be granted additional
months or years of age or of Credited Service for purposes of
determining the amount of Benefit under the Plan or for purposes of
satisfying the service eligibility requirements necessary for a Benefit
under the Plan or both. The number of months or years of age or of
Credited Service so granted, if any, shall be set forth in Appendix A.
1.12 "EARLY RETIREMENT DATE" shall mean the first day of the calendar month
following an Eligible Employee's 55th birthday, or the Eligible
Employee's 50th birthday if such Eligible Employee commenced employment
with the Company prior to December 1, 1997. For purposes of determining
whether employment commenced prior to December 1, 1997, "Company" shall
not include Augat Inc. or any Affiliated Company which became
authorized to participate in this Plan after November 30, 1997.
1.13 "EFFECTIVE DATE" shall mean September 2, 1992.
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1.14 "ELIGIBLE EMPLOYEE" shall mean an employee who occupies a position of
senior management with the Company who has been approved by the
Committee and who is listed on Appendix A, as amended from time to time
by the Committee.
1.15 "NORMAL RETIREMENT DATE" shall mean the first day of the calendar month
following an Eligible Employee's 65th birthday.
1.16 "PLAN" shall mean the Thomas & Betts Corporation Executive Retirement
Plan, as amended from time to time.
1.17 "RETIREE" shall mean an Eligible Employee who (i) has completed 5 or
more years of Credited Service, (ii) reached either their Early
Retirement Date or their Normal Retirement Date and (iii) who either
voluntarily or upon the Company's request or demand terminates
employment with the Company and all Affiliated Companies.
1.18 "RETIREMENT PLAN" shall mean The Thomas & Betts Pension Plan, as
amended from time to time.
1.19 "10-YEAR CERTAIN AND LIFE ANNUITY" shall mean an annuity which provides
a benefit payable during the Retiree's life and for a guaranteed period
of 10 years, if such Retiree dies during the 10-year period after the
date such benefit began, a lump-sum payment shall be made to the
Retiree's Beneficiary in respect of the balance of the payments for
such 10-year period.
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ARTICLE 2. AMOUNT AND PAYMENT OF BENEFITS
2.01 Payment of Benefit
Except as otherwise provided in Section 2.07 hereof, a Benefit shall be
payable by the Company only with respect to an Eligible Employee who
becomes a Retiree, subject to the provisions of Section 3.07. Such
Benefit shall be payable from the general assets of the Company.
2.02 Amount of Benefit
The monthly amount of the Benefit payable in the form of a 10-Year
Certain and Life Annuity shall be equal to:
(a) 2.5 percent of the Eligible Employee's Average Monthly
Compensation multiplied by the first 20 years of his Credited
Service plus 1.5 percent of the Eligible Employee's Average
Monthly Compensation multiplied by the next 15 years of his
Credited Service
MINUS
(b) The sum of (i) and (ii) where
(i) equals the monthly amount of benefit which is or
would be payable to the Eligible Employee pursuant to
the provisions of the Retirement Plan, assuming such
benefit commenced at the same time as the
commencement of his Plan Benefit, in the form of a
100% Joint and Survivor Annuity (an Eligible Employee
who is unmarried at the time the Benefit is
determined shall be deemed, for purposes of the Plan,
to have a survivor annuitant born on the same date as
the Eligible Employee), and
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(ii) equals the monthly amount of benefit payable under a
prior employer's retirement program as set forth in
Appendix A.
The Committee shall determine, in good faith, the appropriate amount of
offset under Section 2.02(b)(ii) to be used in calculating any Benefit
under this Plan (including, without limitation, converting such monthly
benefit under Section 2.02(b)(ii) to an appropriate benefit form) and
each Eligible Employee shall cooperate with the Committee by providing
any information (certifiable or otherwise) necessary to make such
determination.
2.03 Form of Payment
(a) Unless a Retiree has elected an optional form of benefit, as
provided herein, the automatic form of payment under this Plan
deemed to have been elected by such Retiree upon becoming an
Eligible Employee shall be a 10-Year Certain and Life Annuity,
providing for monthly payments to the Retiree for his lifetime
with a guaranteed minimum of one hundred twenty (120) monthly
payments and if the Retiree dies prior to receiving the full
one hundred twenty (120) monthly payments, the remainder of
the guaranteed payments shall be commuted and paid in one lump
sum to the Beneficiary in full discharge of the obligation of
the Plan.
(b) Any Eligible Employee may, upon becoming an Eligible Employee,
elect in writing that his Benefit be paid in the form of a
100% Joint and Survivor Annuity of Actuarial Equivalent value
to the Benefit otherwise payable under Section 2.03(a) above,
providing for a reduced monthly benefit during his lifetime
with
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100% of such reduced monthly benefit continuing to his
surviving spouse to whom he was married on the date his
Benefit payments commenced for the remainder of such spouse's
lifetime. If the Retiree and the spouse to whom he was married
on the date his Benefit payments commenced die before
receiving one hundred twenty (120) monthly payments, the
remainder of the one hundred twenty (120) guaranteed payments
will be commuted and paid in one lump sum to the named
beneficiary of the last surviving annuitant in full discharge
of the obligation of the Plan. This optional form of benefit
shall become effective on the first day of the month for which
the Retiree's Benefit is first payable. If the Retiree's
spouse dies before the first day of the month for which the
Retiree's Benefit is first payable, this optional form of
payment shall be revoked and payments shall be made pursuant
to the provisions of Section 2.03(a) above.
(c) Any Eligible Employee may, upon becoming an Eligible Employee,
elect in writing that his Benefit be paid to him (or his
Beneficiary if he dies prior to payment under paragraph (d)
below) in one single payment of Actuarial Equivalent value to
the Benefit otherwise payable under Section 2.03(a) above.
(d) Payments shall commence as of the first day of the month
following the Eligible Employee becoming a Retiree or as soon
as administratively practicable thereafter.
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(e) Any Eligible Employee may change his payment form election by
making a new payment form election at any time; provided,
however, that no such election shall be effective unless it
shall have been made and submitted to the Committee prior to
the last day of the calendar year prior to the calendar year
in which the Eligible Employee terminates employment with the
Company and each Affiliated Company.
(f) Notwithstanding any other provision of the Plan, the Committee
in its sole discretion may elect to pay a Benefit in one
single payment that is the Actuarial Equivalent value of the
Benefit accrued by an Eligible Employee who terminated
employment after completing five or more years of Credited
Service but prior to reaching his Early Retirement Date.
2.04 Commencement of Benefit on or after Normal Retirement Date
A Retiree who terminates employment on or after his Normal Retirement
Date shall receive his Benefit commencing on the first day of the month
following his termination of employment, subject to the provisions of
Section 3.07. His Benefit shall be equal to the Benefit determined
pursuant to the provisions of Section 2.02 on the basis of his Average
Monthly Compensation and Credited Service on the date of his
termination of employment.
2.05 Commencement of Benefit Before Normal Retirement Date
(a) Unless the provisions of Section 2.05(b) below are applicable,
a Retiree whose employment terminates for any reason prior to
his Normal Retirement Date shall
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receive a Benefit commencing on the first day of the month
following his termination of employment subject to the
provisions of Section 3.07. His Benefit shall be equal to the
Benefit determined under the provisions of Section 2.02 on the
basis of his Average Monthly Compensation and Credited Service
on the date of his termination of employment; provided,
however, the portion of his Benefit determined under the
provisions of Section 2.02(a) shall be reduced by 3.6% for
each year and 1/12 of 3.6% for each month of a fractional year
by which the date the Retiree's Benefit begins prior to the
60th anniversary of his birth.
(b) An Eligible Employee who has completed at least five years of
Credited Service and who terminates employment at the
Company's request prior to his Normal Retirement Date shall,
subject to the approval of the Committee and the provisions of
Section 3.07, receive a special early Benefit. The special
early Benefit shall solely be at the discretion of the
Committee and may reflect (without limitation) the grant of
additional months or years of Credited Service and/or age and
future adjustments based on changes in cost of living.
2.06 Disability Benefit
An Eligible Employee who has not reached his Normal Retirement Date and
who ceases to be employed by the Company and each Affiliated Company on
account of disability shall continue to be credited with Credited
Service if (i) such Eligible Employee has completed 5 years of Credited
Service (computed in the same manner described in Section 1.11) with
the Company and (ii) provided such Credited Service shall only
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continue if such Eligible Employee is eligible for and is continuously
receiving disability benefits under the Company's long-term disability
program. There shall also be included in his Credited Service any
applicable waiting period for disability benefits under the Company's
long-term disability plan; provided that after expiration of such
period the Eligible Employee becomes entitled to such disability
benefits. Upon reaching age 65, such disabled Eligible Employee shall
be entitled to a disability Benefit in an amount determined under
Section 2.02, based on his Average Monthly Compensation at the time he
ceased employment on account of disability and his Credited Service
based on Section 1.11 and the preceding provisions of this Section
2.06. For purposes of Section 2.06(i), "Company" shall not include
Augat Inc. or any other Affiliated Company which became authorized to
participate in this Plan after November 30, 1997.
2.07 Pre-Retirement Death Benefit
(a) If (i) prior to his employment termination, an Eligible
Employee dies after he has completed 5 or more years of
Credited Service with the Company and (ii) an Eligible
Employee dies while accruing Credited Service under Section
2.06, a spouse's benefit shall be payable to his surviving
spouse. Such spouse's benefit shall be a lump sum payment
which is the Actuarial Equivalent value of the amount of
monthly benefit the spouse would have received if the benefit
which the Eligible Employee would have received under Section
2.02 of this Plan, reduced pursuant to the provisions of
Section 2.05(a) of this Plan, had commenced on the later of
the month following (i) the Eligible Employee's date of death
or (ii) the Eligible Employee's Early Retirement Date, in the
form of a
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100% Joint and Survivor Annuity and the Eligible Employee had
died immediately thereafter. Such spouse's benefit shall be
paid as soon as practicable following such Eligible Employee's
date of death. For purposes of Section 2.07(a)(i), "Company"
shall not include Augat Inc. or any other Affiliated Company
which became authorized to participate in this Plan after
November 30, 1997.
2.08 Restoration of Service
If an Eligible Employee who retired or otherwise terminated employment
is restored to employment with the Company or an Affiliated Company,
the monthly payments under the Plan shall be discontinued and, upon
subsequent retirement or termination of employment with the Company or
any Affiliated Company, the Eligible Employee's Benefit shall be
computed in accordance with the provisions of this Article 2, as
applicable, and shall be reduced by the actuarial equivalent value of
the Benefit payments he received prior to his subsequent retirement.
2.09 Designation of Beneficiary
For purposes of Sections 2.03 and 2.07, each Eligible Employee shall
file a written designation of Beneficiary with the Committee upon
qualifying for participation hereunder. Such designation shall remain
in force until revoked by the Eligible Employee by filing a new
beneficiary form with the Committee.
2.10 Receipt of Single-Sum Payment
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If any Retiree has received a single sum payment under Section 2.03(c)
above, such Retiree's Beneficiary shall have no further interest in the
Plan or any benefit payable thereunder.
ARTICLE 3. GENERAL PROVISIONS
3.01 Administration
The administration of the Plan, the exclusive power to interpret it,
and the responsibility for carrying out its provisions are vested in
the Committee. The Committee shall have full discretionary authority to
interpret the Plan and resolve all matters arising in connection with
the Plan. The Committee may adopt procedural rules and may employ and
rely on such legal counsel, actuaries, accountants and agents as it may
deem advisable to assist in the administration of the Plan. Decisions
of the Committee shall be conclusive and binding on all persons. The
expenses of the Committee attributable to the administration of this
Plan shall be paid directly by the Company.
3.02 Funding
(a) All amounts payable in accordance with this Plan shall
constitute a general unsecured obligation of the Company. Such
amounts, as well as any administrative costs relating to the
Plan, shall be paid out of the general assets of the Company,
unless the provisions of paragraph (b) below are applicable.
(b) The Board of Directors may, for administrative reasons,
establish a grantor trust for the benefit of Eligible
Employees in the Plan. The assets of said trust will be held
separate and apart from other Company funds and shall be used
exclusively
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for the purposes set forth in the Plan and the applicable
trust agreement, subject to the following conditions:
(i) the creation of said trust shall not cause the Plan
to be other than "unfunded" for purposes of Title I
of ERISA;
(ii) the Company shall be treated as the "grantor" of said
trust for purposes of Section 671 and 677 of the
Internal Revenue Code; and
(iii) said trust agreement shall provide that its assets
may be used to satisfy claims of the Company's
general creditors, provided that the rights of such
general creditors are enforceable under federal and
state law.
3.03 No Contract of Employment
The establishment of the Plan shall not be construed as conferring any
legal right upon any person for a continuation of employment, nor shall
it interfere with the right of the Company to discharge any employee.
3.04 Competency
If the Committee shall find that any person to whom any amount is or
was payable hereunder is unable to care for his affairs because of
illness or accident, or has died, then the Company, if it so elects,
may direct that any payment due him or his estate (unless a prior claim
therefore has been made by a duly appointed legal representative) or
any part thereof be paid or applied for the benefit of such person or
for the benefit of his spouse, children or other dependents, an
institution maintaining or having custody of such person, any other
person deemed by the Committee to be a proper recipient on behalf of
such
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person otherwise entitled to payment, or any of them, in such manner
and proportion as the Company may deem proper. Any such payment shall
be in complete discharge of the liability of the Company therefor.
3.05 Withholding Taxes
The Company shall have the right to deduct from each payment to be made
under the Plan any required withholding taxes.
3.06 Nonalienation
Except insofar as may otherwise be required by law, no amount payable
at any time under the Plan shall be subject in any manner to alienation
by anticipation, sale, transfer, assignment, bankruptcy, pledge,
attachment, charge or encumbrance of any kind nor in any manner be
subject to the debts or liabilities of any person and any attempt to so
alienate or subject any such amount, whether presently or thereafter
payable, shall be void. If any person shall attempt to, or shall,
alienate, sell, transfer, assign, pledge, attach, charge or otherwise
encumber any amount payable under the Plan, or any part thereof, or if
by reason of his bankruptcy or other event happening at any such time
such amount would be made subject to his debts or liabilities or would
otherwise not be enjoyed by him, then the Committee, if it so elects,
may direct that such amount be withheld and that the same or any part
thereof be paid or applied to or for the benefit of such person, his
spouse, children or other dependents, or any of them, in such manner
and proportion as the Committee may deem proper.
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3.07 Forfeiture for Cause
In the event that an Eligible Employee or Retiree shall at any time be
convicted for a crime involving dishonesty or fraud on the part of such
Eligible Employee or Retiree in his relationship with the Company or an
Affiliated Company, all benefits that would otherwise be payable to him
under the Plan shall be forfeited. If a Retiree shall at any time be
under indictment for any such crime, any Benefit amounts payable to
such Retiree shall be suspended pending conviction, dismissal or
acquittal in respect thereof. If the Retiree is not convicted, the
suspended amounts shall be paid to him (with simple interest accruing
at the PBGC Interest Rate) within thirty days after the date of the
dismissal or acquittal. For this purpose, any so-called ALFORD plea or
plea of NOLO CONTENDERE shall be deemed to constitute an acquittal.
3.08 Mergers/Transfers
This Plan shall be binding upon and inure to the benefit of the Company
and its successors and assignees and the Eligible Employee, his
designees and his estate. Nothing in this Plan shall preclude the
Company from consolidating or merging into or with, or transferring all
or substantially all of its assets to, another corporation which
assumes this Plan and all obligations of the Company hereunder. Upon
such a consolidation, merger or transfer of assets and assumption, the
term "Company" shall refer to such other corporation and this Plan
shall continue in full force and effect.
3.09 Change of Control
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Notwithstanding any other provision of the Plan, in the case of an
Eligible Employee who has an employment agreement with the Company
which provides for his or her continued employment following a change
of control ("Employment Agreement"), the following provisions shall
apply in the event that such Eligible Employee's employment with the
Company is terminated under the circumstances described in Section 7(d)
of his or her Employment Agreement:
(a) Such Eligible Employee, if not a Retiree as defined in Section
1.17, shall be deemed to be a Retiree and shall be entitled to
a Benefit determined in accordance with Section 2.02.
(b) For purposes of Section 2.02, such Eligible Employee's years
of Credited Service shall be increased by a period of time
equal to the Remainder of the Employment Period (as defined in
Section 7(d)(i)(D) of the Employment Agreement); and
(c) The Actuarial Equivalent value of such Eligible Employee's
Benefit (determined in accordance with the foregoing
provisions of this Section 3.09) shall be paid to him or her
in a lump sum within 30 days after the date of termination of
his or her employment.
3.10 Calculations
Whenever, under this Plan, it is necessary to determine whether one
benefit is less than, equal to, or larger than another, whether or not
such benefits are provided under this Plan, such determination shall be
made by the Company's independent consulting actuary, using mortality
and interest (unless otherwise specified in this Plan) and any other
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assumptions normally used at the time by such actuary in determining
actuarial equivalents under the Retirement Plan.
3.11 Elections
All elections, designations, requests, notices, instructions, and other
communications from an Eligible Employee, Retiree, or other person to
the Committee that are required or permitted under the Plan shall be in
such form as is prescribed from time to time by the Committee, shall be
mailed by Certified or Registered Mail, Return Receipt Requested, or
personally delivered to the principal offices of the Company, and shall
be deemed to have been given and delivered only upon actual receipt
thereof at such location.
3.12 Acceleration of Payment
Notwithstanding any other provision of the Plan to the contrary, the
Company shall make payments hereunder to a Retiree or Beneficiary
before such payments are otherwise due if the Committee determines,
based on a change in the tax or revenue laws of the United States of
America, a published ruling or similar announcement issued by the
Internal Revenue Service, a regulation issued by the Secretary of the
Treasury or his delegate, a decision by a court of competent
jurisdiction involving an Eligible Employee, Retiree or Beneficiary, or
a closing agreement made under Code Section 7121 that is approved by
the Internal Revenue Service and involves an Eligible Employee,
Retiree or Beneficiary, that an Eligible Employee, Retiree or
Beneficiary has recognized or will recognize income for federal income
tax purposes with respect to amounts that are or will be payable to him
under the Plan before they are paid to him. In such cases, any such
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Retiree or Beneficiary so affected shall receive the remaining Benefit
payments payable to him and, where appropriate, his Beneficiary in one
single payment of Actuarial Equivalent value to such remaining
payments. Upon receipt of such accelerated payment the provisions of
Section 2.10 shall apply to any Beneficiary of such Retiree.
3.13 Construction
(a) The Plan is intended to constitute an unfunded deferred
compensation arrangement for a select group of management or
highly compensated employees and therefore exempt from the
requirements or Sections 201, 301 and 401 of ERISA. All rights
hereunder shall be governed by and construed in accordance
with the laws of the State of Tennessee and, except to the
extent otherwise herein provided, in accordance with the
provisions of the Retirement Plan.
(b) The masculine pronoun shall mean the feminine wherever
appropriate.
(c) The captions preceding the sections and articles hereof have
been inserted solely as a matter of convenience and in no way
define or limit the scope or intent of any provisions of the
Plan.
3.14 Insurance Products
The Company may require each Eligible Employee to assist it in
obtaining life insurance policies on the lives of each Eligible
Employee, which policies would be owned by, and be payable to, the
Company. The Eligible Employee may be required to complete an
application for life insurance, furnish underwriting information
including medical examinations by a life insurance company-approved
examiner, and authorize release of
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medical history to the life insurance company's underwriter, as
designated by the Company. An Eligible Employee shall have no right or
interest in such policies or the proceeds thereof.
3.15 Nature of Obligation
No Eligible Employee, Retiree or Beneficiary shall have any interest in
any specific asset of the Company or any Affiliated Company as a result
of the Plan. Nothing contained herein shall be deemed to create a trust
of any kind or any fiduciary relationship between the Company (or any
Affiliated Company) and any Eligible Employee, Retiree or Beneficiary.
Any right to receive any Benefit under the Plan shall only be the right
of a general unsecured creditor.
3.16 Legal Fees
In the event that any claim by an Eligible Employee for payment of any
benefit under the Plan is disputed by the Company or the trustee of any
"rabbi" trust created in connection therewith, or any other dispute in
respect of the Plan or any such trust arises between any Eligible
Employee, the Company and/or such trustee, any such Eligible Employee
shall be promptly reimbursed for all reasonable attorney fees and
expenses, after satisfaction by the Eligible Employee of a lifetime
deductible equal to $25,000, incurred by any such Eligible Employee (i)
in pursuing any such claim, or (ii) in connection with any such other
dispute.
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ARTICLE 4. AMENDMENT, TERMINATION, OR PARTICIPANT REMOVAL
The Board of Directors reserves the right to modify or to amend, in whole or in
part, or to terminate this Plan at any time. However, no modification, amendment
or termination of the Plan shall reduce the Benefit being paid to a Retiree as
of the date of any such amendment or termination. In respect of any Eligible
Employee, no modification or amendment shall adversely affect such Eligible
Employee, unless such Eligible Employee consents to such modification or
amendment in writing, and, if the Plan is terminated by the Company, each
Eligible Employee shall be entitled to a Benefit calculated under Article 2
above, based on such Eligible Employee's service and compensation to the date of
such plan termination.
An Eligible Employee who has not completed 5 or more years of Credited Service
and reached his Early Retirement Date, may be removed as a participant from the
Plan by the Committee if he terminates employment with the Company or his
position changes so that he is no longer considered a member of senior
management. In such case, the former Eligible Employee shall have no rights to
any Benefit under the Plan, but rather such former Eligible Employee shall only
have those rights that are available to such former Eligible Employee under the
Company's other benefit plans.
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IN WITNESS WHEREOF, THOMAS & BETTS CORPORATION has caused this Plan, as
amended, to be duly executed this 7th day of June, 2000.
Attest: THOMAS & BETTS CORPORATION
By:
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Name: Penelope Y. Turnbow Name: Connie C. Muscarella
Title: Assistant Secretary Title: Vice President, Human Resources
(Corporate Seal)
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