TERMINATION PROTECTION AGREEMENT

Exhibit 10.49

TERMINATION PROTECTION AGREEMENT

     WHEREAS, a Termination Protection Agreement (the “Agreement”) was entered into between J. N. Raines (“Executive”) and Thomas and Betts Corporation and its successors and assigns (the “Company”) effective December 2, 2003; and

     WHEREAS, the Company and Executive mutually consented to the amendment and restatement of the Agreement, effective January 1, 2005, to reflect the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the related final Treasury Department regulations; and

     WHEREAS, the Board approved the terms and provisions of such amended and restated Agreement at its meeting on September 5, 2007; and

     WHEREAS, the Company and Executive desire to amend and restate the Agreement further, in order to clarify certain of its provisions that are governed by, or are otherwise subject to, Sections 162(m) and 409A of the Code;

     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; provided , however , that the definition of “Change in Control” listed in Schedule A shall not replace any such similar definition that serves as a “permissible payment event” (within the meaning of Treas. Reg. § 1.409A-3(a)) under any such plan, program or agreement.

     2.  Effective Date; Term .

     This Agreement commenced on December 2, 2003 (the “Effective Date”) with an original term ending December 31, 2006; provided , however , that the term of this Agreement was automatically extended to December 31, 2007 and shall automatically be extended for one additional year beyond December 31, 2007 and for successive one-year periods thereafter, unless, not later than January 30 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 December 31 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.

          (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 if 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 .

               (i) The Company shall provide medical, prescription drug and dental coverage at the Company’s expense to Executive and, if applicable, to Executive’s family members eligible for such coverage under the Thomas & Betts Welfare Benefit Plan, until the third anniversary of the Termination Date (the “Initial Coverage Period”). The level of coverage to be provided hereunder shall in no event be less than the level of coverage provided immediately before the earlier of the Termination Date or the Change in Control.

               (ii) The following provisions shall apply if the coverage is self-insured by the Company.  The fair market value of coverage for each month included in the Initial Coverage Period shall be deemed to consist of the related monthly premium as would be determined for purposes of COBRA under Section 4980B of the Code (the “Fair Market Value”). If the Delayed Payment Date applies, commencing with the month immediately following the month in which his Termination Date occurs and ending as of the last day of the month in which the Delayed Payment Date occurs (the “Direct Payment Period”), Executive shall be required to pay to the Company at the same time that COBRA premium payments are otherwise due for that month an amount equal to the monthly Fair Market Value. On the first day of the first month following the Delayed Payment Date, the Company shall reimburse Executive for the aggregate amount paid by him during the Direct Payment Period (the “Aggregate Premium Payment”).  Effective with respect to the first month following the Direct Payment Period and continuing through the end of the Initial Coverage Period or during the entire Initial Coverage Period if the Delayed Payment Date does not apply, the Company shall cover Executive (and his family members, if applicable) at its sole expense each month, but the Fair Market Value of such coverage shall constitute imputed income to Executive.   The Company shall make tax gross-up payments with respect to such reimbursement for the Direct Payment Period and Company-paid coverage during the Initial Coverage Period including (A) Company payment of any required withholding with respect to the reimbursement and with respect to the Fair Market Value of the monthly Company-paid coverage plus the amount of additional withholding due each month as a result of the Company’s payment of such initial withholding amount and (B) Company payment to Executive of an amount equal to any additional federal, state and local tax imposed on Executive with respect to income recognized by Executive pursuant to the foregoing payments, including the amount of additional tax imposed on Executive as a result of Company’s payment of such initial tax.  The payment of such additional tax pursuant to (B) shall be made no later than the end of the taxable year following the taxable year in which Executive remits the related taxes.

               (iii) Following the Initial Coverage Period and for a period of eighteen months thereafter, the Company shall permit Executive to elect to continue coverage at Executive’s expense by paying the monthly COBRA premium, as directed by the Company. Notwithstanding the foregoing, the COBRA continuation period that is mandated by Section 4980B of the Code shall be deemed to have run concurrently with the Initial Coverage Period.

               (iv) If Executive becomes employed by a new employer, the coverage provided by Company under this Section 3(b) shall terminate on the date Executive becomes eligible for the coverage provided by Executive’s new employer.

               (v) For purposes of Section 409A of the Code, coverage provided hereunder during the period of time that Executive would be entitled to continuation coverage pursuant to COBRA is intended to qualify for the exception from “deferred compensation” as a medical benefit provided in accordance with Treas. Reg. § 1.409A-1(b)(9)(v)(B). Any additional coverage hereunder shall be provided in accordance with the Reimbursement and In-Kind Benefit Rule and the tax gross-up payments shall be provided in accordance with Treas. Reg. §1.409A-3(i)(v).

          (c) Other Welfare Benefits . The Company shall provide disability, group term life and accidental death and dismemberment insurance and travel accident insurance at the Company’s expense to Executive from the date of the Triggering Event until the third anniversary of (i) the Triggering Event or (ii) if the Termination Date occurs within three years after the Triggering Event, the 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 (A) the Triggering Event or (B) if the Termination Date occurs within three years after the Triggering Event, 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 Triggering Event 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 tenth anniversary of the original date of grant, 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; and further provided that if Executive is, or ever has been, a “covered employee” (within the meaning of Section 162(m) of the Code), only a pro-rata portion of any unvested restricted shares that are intended to constitute “performance-based compensation” shall vest incident to an Anticipatory Termination Triggering Event, and solely if the related performance conditions are fully met in accordance with the certification required of the Company’s Compensation Committee by Section 162(m) of the Code.

          (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 provided by any one qualified outplacement agency selected by Executive and reasonably satisfactory to the Company from the

Termination Date until the first anniversary of (i) the Triggering Event or (ii) if the Termination Date occurs within three years after the Triggering Event, the Termination Date, provided , however , that (i) such services are directly related to Executive’s Separation from Service, and (ii) the period during which they are covered and the payments made do not extend beyond the period described in Treas. Reg. § 1.409A-1(b)(9)(v)(E).

          (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.

     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, the Gross-Up Payment shall be made 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:

          (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 directl