TERMINATION PROTECTION AGREEMENT

                                                                   Exhibit 10.12


                        TERMINATION PROTECTION AGREEMENT

     WHEREAS, a Termination Protection Agreement (the "Agreement") was entered
into between Stanley P. Locke ("Executive") and Thomas and Betts Corporation and
its successors and assigns (the "Company") effective June 1, 2005; and

     WHEREAS, Company and Executive desire to amend and restate the Agreement,
effective June 1, 2005 to comply with section 409A of the Internal Revenue Code
of 1986, as amended and the final regulations issued thereunder; and

     WHEREAS, the Board has approved the terms and provisions of this Agreement
at its meeting on September 5, 2007;

     NOW, THEREFORE, the Company and Executive hereby agree as follows:

     1. Defined Terms.

     Unless otherwise indicated herein, capitalized terms used in this Agreement
which are defined in Schedule A shall have the meanings set forth in Schedule A.

     The Company and Executive both agree that the definition of "Change in
Control" listed in Schedule A shall be used for Executive in any and all plans,
programs or agreements in which Executive participates or to which Executive is
a party in lieu of any similar definition used in such plans, programs or
agreements.

     2. Effective Date; Term.

     This Agreement commenced on June 1, 2005 (the "Effective Date") and shall
continue in effect through June 1, 2008; provided, however, that the term of
this Agreement shall automatically be extended for one additional year beyond
June 1, 2008 and for successive one year periods thereafter, unless, not later
than January 31 of the third calendar year preceding the year in which the term
would otherwise automatically extend (e.g., 2007 for the 2010 calendar year,
2008 for the 2011 calendar year, etc.), the Company shall have given written
notice to Executive that it does not wish to extend this Agreement for an
additional year, in which event this Agreement shall continue to be effective
until June 1 of the calendar year immediately preceding the calendar year in
which the term would have otherwise automatically extended; provided, further,
that, notwithstanding any such notice by the Company not to extend, if a Change
in Control occurs during the original or any extended term of this Agreement,
this Agreement shall remain in effect for a period of three (3) years after such
Change in Control.

     3. Change in Control Benefits.

     Executive shall be entitled to the benefits provided under this Agreement
if a Triggering Event occurs. In the event that Executive's employment is
terminated as a result of death or Disability, Executive shall not be entitled
to the benefits provided in this Section 3; however, Executive and/or
Executive's family shall be entitled to receive benefits at least equal to the
most favorable benefits provided by the Company under its plans, programs and
policies relating to death and/or disability benefits as in effect at any time
during the 90-day period immediately preceding the earlier of the Change in
Control or the Termination Date.

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     (a) Severance Payment. The Company shall pay Executive the aggregate of the
following amounts in one lump sum on the Payment Date:

          (i) to the extent not paid before the Payment Date in accordance with
the Company's ordinary payroll practices, Executive's earned but unpaid base
salary through the date of the Triggering Event at the rate in effect on the
date of such Triggering Event, or if higher, at the highest rate in effect at
any time within the 90-day period preceding the Change in Control;

          (ii) to the extent not paid before the Payment Date in accordance with
the terms of the Company's bonus plan, any unpaid annual bonus payable to
Executive in respect of the calendar year ending prior to the Triggering Event
(but not less than the Average Bonus);

          (iii) an amount determined by multiplying the Average Bonus by a
fraction, the numerator of which is the number of days elapsed in the calendar
year in which the Triggering Event occurs up to and including the date of such
Triggering Event and the denominator of which is 365;

          (iv) a lump sum amount, in cash, equal to three (3) times Executive's
Annual Compensation;

          (v) any unpaid earned and/or accrued vacation, and

          (vi) interest, for the period beginning on the date of the Triggering
Event and ending on the Payment Date at a rate equal to one hundred twenty (120)
percent of the monthly, compounded applicable federal rate, as in effect under
Section 1274(d) of the Code for the month before the month in which the
Triggering Event occurs.

          Notwithstanding the foregoing, if the unpaid base salary or any
portion thereof or the unpaid annual bonus or any portion thereof is subject to
a deferral election or the bonus is subject to Section 409A of the Code, such
amount shall be paid in accordance with the terms of such election and/or the
terms of the plan pursuant to which such amount was deferred.

     (b) Health Care Coverage. The Company shall provide medical, prescription
drug and dental coverage at the Company's expense to Executive and, as
applicable, Executive's family members eligible for such coverage until the
third anniversary of the Termination Date and for 18 months thereafter at
Executive's expense. Executive's cost shall be determined on the same basis as
the premium cost is determined for COBRA coverage. The level of coverage to be
provided shall be no less than the level of coverage provided immediately before
the earlier of the Termination Date or the Change in Control. With respect to
amounts subject to Section 409A of the Code, the Reimbursement and In-Kind
Benefit Rule shall apply. If Executive becomes employed by a new employer, the
coverages provided by Company under this Section 3(b) shall become secondary to
those coverages provided by Executive's new employer.

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     (c) Other Welfare Benefits. The Company shall provide disability, group
term life and accidental death and dismemberment insurance at the Company's
expense to Executive until the third anniversary of his Termination Date. The
level of coverage to be provided shall be no less than the level of coverage
provided immediately before the earlier of the Termination Date or the Change in
Control. To the extent that any such benefit is subject to Section 409A of the
Code and to the Delayed Payment Date, Executive shall be responsible for the
payment of all expenses, including, but not limited to, the cost of the premiums
for such coverage until the Delayed Payment Date. The Company shall reimburse
Executive on the Delayed Payment Date for all such costs and expenses incurred
prior to such Delayed Payment Date, provided proof of payment has been provided
and shall assume the obligation to pay all future costs and expenses until the
third anniversary of the Termination Date. The Reimbursement and In-Kind Benefit
Rule shall apply to amounts subject to Section 409A of the Code.

     (d) Full Vesting of All Stock Options and Restricted Shares.
Notwithstanding any provision to the contrary in the Company's equity incentive
plans (the "Equity Plans") or any award agreement under the Equity Plans, (i)
any outstanding, unexercisable stock options or unvested restricted shares shall
become fully exercisable and vested as of the Termination Date and (ii) all
stock options, whether or not such stock options first become exercisable
pursuant to this Agreement, shall remain exercisable until the earlier of (A)
the third anniversary of the Termination Date or (B) the latest date upon which
the option could have expired by its original terms under any circumstances;
provided, however, that this sentence shall not restrict the Company's ability
to adjust or settle outstanding stock options pursuant to the terms of the
Equity Plans, so long as Executive is treated in any such adjustment or
settlement no less favorably than any other employee of the Company.

     (e) Retirement Benefits. Executive shall be entitled to receive retirement
benefits in accordance with the provisions of the Company's Executive Retirement
Plan.

     (f) Outplacement Services. The Company shall pay the reasonable expenses
incurred with respect to executive outplacement services by any one qualified
outplacement agency selected by Executive and reasonably satisfactory to the
Company from the Termination Date until the first anniversary of the Termination
Date.

     (g) Grantor Trust. Within ninety (90) days following execution of this
Agreement, the Company shall establish a grantor trust, known as a rabbi trust,
which shall provide for the Company to make an irrevocable contribution to fully
fund the cash payments provided for under this Agreement in the event of a
Change in Control. Notwithstanding the foregoing, such funding shall not be
required if it would result in the imposition of additional tax under Section
409A(b)(5) of the Code.

     4. Mitigation.

     Executive shall not be required to mitigate damages or the amount of any
payment provided for under this Agreement by seeking other employment or
otherwise, and compensation earned from such employment or otherwise shall not
reduce the amounts otherwise payable under this Agreement. No amounts payable
under this Agreement shall be subject to reduction or offset in respect of any
claims which the Company (or any other person or entity) may have against
Executive.

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     5. Code Section 4999 Tax Gross-Up.

     (a) In the event that any payment or benefit received or to be received by
Executive pursuant to the terms of this Agreement (the "Contract Payments") or
otherwise in connection with Executive's termination of employment or contingent
upon a change in ownership or control pursuant to any plan or arrangement or
other agreement with the Company (or any affiliate), ("Other Payments" and,
together with the Contract Payments, the "Payments") would be subject to the
excise tax (the "Excise Tax") imposed by Section 4999 of the Code, as determined
as provided below, the Company shall pay to Executive, at the time specified in
Section 5(b) below, an additional amount (the "Gross-Up Payment") such that the
net amount retained by Executive, after deduction of the Excise Tax on the
Payments and any federal, state and local income or other tax and excise tax
upon the payment provided for by this Section 5(a), and any interest, penalties
or additions to tax payable by Executive with respect thereto, shall be equal to
the total value of the Payments at the time such Payments are to be made. For
purposes of determining whether any of the Payments will be subject to the
Excise Tax and the amounts of such Excise Tax, (1) the total amount of the
Payments shall be treated as "parachute payments" within the meaning of Section
280G(b)(2) of the Code, and all "excess parachute payments" within the meaning
of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax,
except to the extent that, in the opinion of independent tax counsel selected by
the Company's independent auditors and reasonably acceptable to Executive ("Tax
Counsel"), a Payment (in whole or in part) does not constitute a "parachute
payment" within the meaning of Section 280G(b)(2) of the Code, or such "excess
parachute payments" (in whole or in part) are not subject to the Excise Tax, (2)
the amount of the Payments that shall be treated as subject to the Excise Tax
shall be equal to the lesser of (A) the total amount of the Payments or (B) the
amount of "excess parachute payments" within the meaning of Section 280G(b)(1)
of the Code (after applying clause (1) hereof), and (3) the value of any
non-cash benefits or any deferred payment or benefit shall be determined by Tax
Counsel in accordance with the principles of Sections 280G(d)(3) and (4) of the
Code. For purposes of this Section 5, any additional tax under Section 409A of
the Code shall not be taken into account for purposes of determining the amount
of any payment due to or on behalf of Executive.

     (b) The Gross-Up Payments provided for in Section 5(a) hereof shall be made
upon the earlier of (i) the payment to Executive of any Payment or (ii) the
imposition upon Executive or payment by Executive of any Excise Tax, provided,
however, if the Gross-Up Payment is subject to the Delayed Payment Date, on the
Delayed Payment Date, if later. In no event shall any amount due to Executive
under this Section 5 be paid later than the end of the Executive's taxable year
following Executive's taxable year in which such taxes are remitted..

     (c) Executive shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the
Company of a Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than 10 business days after Executive is informed in
writing of such claim and shall apprise the Company of the nature of such claim
and the date on which such claim is requested to be paid. Executive shall not
pay such claim prior to the expiration of the 30-day period following the date
on which Executive gives such notice to the Company (or such shorter period
ending on the date that any payment of taxes with respect to such claim is due).
If the Company notifies Executive in writing prior to the expiration of such
period that it desires to contest such claim, Executive shall:

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          (i) give the Company any information reasonably requested by the
     Company relating to such claim;

          (ii) take such action in connection with contesting such claim as the
     Company shall reasonably request in writing from time to time, including,
     without limitation, accepting legal representation with respect to such
     claim by an attorney reasonably selected by the Company and reasonably
     satisfactory to Executive;

          (iii) cooperate with the Company in good faith in order to effectively
     contest such claim; and

          (iv) permit the Company to participate in any proceedings relating to
     such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including, but not limited to, additional interest and penalties and
related legal, consulting or other similar fees) incurred in connection with
such contest and shall indemnify and hold Executive harmless, on an after-tax
basis, for any Excise Tax or other tax (including interest and penalties with
respect thereto) imposed as a result of such representation and payment of costs
and expenses. All such costs and expenses incurred due to a tax audit or
litigation addressing the existence of or amount of a tax liability under this
Section 5 shall be paid by the Company within thirty (30) days of the date
payment of such expenses is due or if such payment is subject to the Delayed
Payment Date, on the Delayed Payment Date, if later, but in any event not later
than (A) December 31 of the year following the year in which the taxes are
remitted to the taxing authority, or (B) where as a result of such audit or
litigation no taxes are remitted, December 31 of the year following the year in
which the audit is complete or there is a final and nonappealable settlement or
other resolution of the litigation. Any Gross-Up Payment as a result of any
Excise Tax or other tax (including interest and penalties with respect thereto)
imposed shall be paid at the time of imposition of such Excise Tax or other tax
or if such amount is subject to the Delayed Payment Date, on the Delayed Payment
Date, if later.

     (d) The Company shall control all proceedings taken in connection with such
contest and, at its sole option, may pursue or forego any and all administrative
appeals, proceedings, hearings and conferences with the taxing authority in
respect of such claim and may, at its sole option, either direct Executive to
pay the tax claimed and sue for a refund or contest the claim in any permissible
manner, and Executive agrees to prosecute such contest to a determination before
any administrative tribunal, in a court of initial jurisdiction and in one or
more appellate courts, as the Company shall determine; provided, however, that
if the Company directs Executive to pay such claim and sue for a refund, the
Company shall reimburse the Executive the amount of the claimed tax within five
(5) days of remittance of such amount to the Internal Revenue Service or, if
such reimbursement is subject to the Delayed Payment Date, on the Delayed
Payment Date, if later and shall indemnify and hold Executive harmless, on an
after-tax basis, from any Excise Tax or other tax (including interest or
penalties with respect thereto) imposed with respect to such reimbursement and
such additional amount shall be paid at the time of imposition of such Excise
Tax or other tax or if such amount is subject to the Delayed Payment Date, on
the Delayed Payment Date, if later; and provided, further, that if Executive is
required to extend the statute of limitations to enable the Company to contest
such claim, Executive may limit this extension solely to such contested amount.
The Company's control of the contest shall be limited to issues with respect to
which a Gross-Up Payment would be payable hereunder and Executive shall be
entitled to settle or contest, as the case may be, any other issue raised by the
Internal Revenue Service or any other taxing authority. In addition, no position
may be taken nor any final resolution be agreed to by the Company without
Executive's consent if such position or resolution could reasonably be expected
to adversely affect Executive (including any other tax position of Executive
unrelated to the matters covered hereby).

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     (e) As a result of any uncertainty in the application of Section 4999 of
the Code at the time of the initial determination by the Company or the Tax
Counsel hereunder, it is possible that Gross-Up Payments which will not have
been made by the Company should have been made ("Underpayment"), consistent with
the calculations required to be made hereunder. In the event that the Company
exhausts its remedies and Executive thereafter is required to pay to the
Internal Revenue Service an additional amount in respect of any Excise Tax, the
Company or the Tax Counsel shall determine the amount of the Underpayment that
has occurred and any such Underpayment shall promptly be paid by the Compan