FORM OF NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THOMAS & BETTS CORPORATION 2008 STOCK INCENTIVE PLAN

Exhibit 10.40

FORM OF NONQUALIFIED STOCK OPTION AGREEMENT
PURSUANT TO THOMAS & BETTS CORPORATION
2008 STOCK INCENTIVE PLAN

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

1. Exercise Price . The exercise price for each share is set forth in the attached Notice of Grant of Stock Option (being one hundred percent (100%) of the Fair Market Value of the Common Stock, as determined by the Administrator, on the date of grant of this Option).

2. Exercise of Option . This Option shall be exercisable in accordance with provisions of Section 6 of the Plan as follows:

(i) Schedule of Rights to Exercise . The Option shall become exercisable in three installments in accordance with the following schedule and after the expiration of the following periods of time:

If the Optionee’s Termination of Service occurs prior to the date on which an installment is scheduled to become exercisable, this Option shall not become exercisable with respect to such installment(s), except as otherwise provided in Paragraph 6, 7 or 8.

This Option shall become fully exercisable on a Change in Control if the Optionee’s Termination of Service has not occurred before the Change in Control.

(ii) Method of Exercise . If the Optionee is not an executive officer, this Option, to the extent that it is exercisable, may be exercised by logging onto www.etrade.com and following the instructions on the web site no later than the expiration date of the Option (as determined under Paragraphs 4 through 9). If the Optionee is an executive officer, this Option may be exercised, to the extent that it is exercisable, by the Optionee through a broker-facilitated transaction no later than the expiration date of the Option (as determined under Paragraphs 4 through 9). This Option may not be exercised for fewer than the lesser of 50 shares of Common Stock or the full number of shares for which this Option is then exercisable.

(iii) Restrictions on Exercise . This Option may not be exercised if the issuance of the shares upon such exercise would constitute a violation of any applicable federal or state securities or other law or regulation. As a condition to the exercise of this Option, the Corporation may require the person exercising this Option to make any representation and warranty to the Corporation as may be required by any applicable law or regulation.

3. Non-transferability of Option . This Option may not be transferred by