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Pension Restoration Plan - THOMAS & BETTS CORP - 11-9-2001

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									EXHIBIT 10.1 THOMAS & BETTS PENSION RESTORATION PLAN (AS AMENDED AND RESTATED EFFECTIVE DECEMBER 31, 2000)

TABLE OF CONTENTS
PAGE DEFINITIONS.............................................1 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10 1.11 1.12 1.13 1.14 1.15 1.16 1.17 1.18 1.19 Applicable Code Limits......................................2 Beneficiary.................................................2 Board.......................................................2 Code........................................................2 Committee...................................................2 Company.....................................................2 Compensation................................................2 Eligible Employee...........................................2 Employer....................................................2 Normal Annuity Option.......................................2 Normal Retirement Date......................................3 Participant.................................................3 Pension Plan................................................3 Pension Restoration Benefit.................................3 Plan........................................................3 Plan Year...................................................3 SEIP........................................................3 Surviving Spouse Benefit....................................3 Gender and Number...........................................3 PARTICIPATION...........................................3 Participation...............................................3 Former Employees............................................4 PENSION RESTORATION BENEFIT.............................4 Amount of Benefit...........................................4 Form and Time of Payment of Pension Restoration Benefit.....4 Payment of Small Benefits...................................5 Nonduplication of Benefits..................................5 SURVIVING SPOUSE BENEFIT................................5 Amount of Benefit...........................................5 Form and Time of Payment of Surviving Spouse Benefit........6 Payment of Small Benefits...................................6 Nonduplication of Benefits..................................7 OTHER BENEFIT PROVISIONS................................7 Vesting; Termination of Employment..........................7 Payment to Guardian.........................................7 Withholding; Payroll Taxes..................................8 Domestic Relations Orders...................................8

ARTICLE I Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section

ARTICLE II Section 2.1 Section 2.2 ARTICLE III Section Section Section Section ARTICLE IV Section Section Section Section ARTICLE V Section Section Section Section

3.1 3.2 3.3 3.4

4.1 4.2 4.3 4.4

5.1 5.2 5.3 5.4

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TABLE OF CONTENTS (continued)
PAGE Nonalienation of Benefits...................................8

Section 5.5

TABLE OF CONTENTS
PAGE DEFINITIONS.............................................1 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10 1.11 1.12 1.13 1.14 1.15 1.16 1.17 1.18 1.19 Applicable Code Limits......................................2 Beneficiary.................................................2 Board.......................................................2 Code........................................................2 Committee...................................................2 Company.....................................................2 Compensation................................................2 Eligible Employee...........................................2 Employer....................................................2 Normal Annuity Option.......................................2 Normal Retirement Date......................................3 Participant.................................................3 Pension Plan................................................3 Pension Restoration Benefit.................................3 Plan........................................................3 Plan Year...................................................3 SEIP........................................................3 Surviving Spouse Benefit....................................3 Gender and Number...........................................3 PARTICIPATION...........................................3 Participation...............................................3 Former Employees............................................4 PENSION RESTORATION BENEFIT.............................4 Amount of Benefit...........................................4 Form and Time of Payment of Pension Restoration Benefit.....4 Payment of Small Benefits...................................5 Nonduplication of Benefits..................................5 SURVIVING SPOUSE BENEFIT................................5 Amount of Benefit...........................................5 Form and Time of Payment of Surviving Spouse Benefit........6 Payment of Small Benefits...................................6 Nonduplication of Benefits..................................7 OTHER BENEFIT PROVISIONS................................7 Vesting; Termination of Employment..........................7 Payment to Guardian.........................................7 Withholding; Payroll Taxes..................................8 Domestic Relations Orders...................................8

ARTICLE I Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section

ARTICLE II Section 2.1 Section 2.2 ARTICLE III Section Section Section Section ARTICLE IV Section Section Section Section ARTICLE V Section Section Section Section

3.1 3.2 3.3 3.4

4.1 4.2 4.3 4.4

5.1 5.2 5.3 5.4

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TABLE OF CONTENTS (continued)
PAGE Nonalienation of Benefits...................................8 SOURCE OF FUNDS.........................................8 Source of Funds.............................................8 ADMINISTRATION..........................................9 The Committee...............................................9 Records and Reports.........................................9 Payment of Expenses.........................................9 Indemnification for Liability...............................9 Claims Procedure...........................................10 AMENDMENT AND TERMINATION..............................12 Amendment..................................................12 Termination................................................12

Section 5.5 ARTICLE VI Section 6.1 ARTICLE VII Section Section Section Section Section

7.1 7.2 7.3 7.4 7.5

ARTICLE VIII Section 8.1 Section 8.2

TABLE OF CONTENTS (continued)
PAGE Nonalienation of Benefits...................................8 SOURCE OF FUNDS.........................................8 Source of Funds.............................................8 ADMINISTRATION..........................................9 The Committee...............................................9 Records and Reports.........................................9 Payment of Expenses.........................................9 Indemnification for Liability...............................9 Claims Procedure...........................................10 AMENDMENT AND TERMINATION..............................12 Amendment..................................................12 Termination................................................12 Limitations................................................12 MISCELLANEOUS PROVISIONS...............................12 No Contract of Employment..................................12 Applicable Law.............................................12 Headings...................................................12 Entire Agreement...........................................13 Successors.................................................13

Section 5.5 ARTICLE VI Section 6.1 ARTICLE VII Section Section Section Section Section

7.1 7.2 7.3 7.4 7.5

ARTICLE VIII Section 8.1 Section 8.2 Section 8.3 ARTICLE IX Section Section Section Section Section

9.1 9.2 9.3 9.4 9.5

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THOMAS & BETTS PENSION RESTORATION PLAN (AS AMENDED AND RESTATED EFFECTIVE DECEMBER 31, 2000) WHEREAS, Thomas & Betts Corporation (the "Company") established the Thomas & Betts Pension Restoration Plan (the "Plan") effective January 1, 1995 in order to provide certain employees with benefits which they would otherwise lose under The Thomas & Betts Pension Plan (the "Pension Plan") as a result of (i) certain Internal Revenue Code limitations on benefits which may be provided under the Pension Plan or (ii) elective deferrals of compensation under The Thomas & Betts Supplemental Executive Investment Plan (the "SEIP"); WHEREAS, the Company intends that the Plan be unfunded and be maintained "primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees," within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended; and WHEREAS, the Company wishes to amend the Plan to permit benefits, the present value of which exceeds $25,000, to be paid in a lump sum at the sole discretion of the Retirement Plans Committee; NOW, THEREFORE, effective December 31, 2000, the Company hereby amends and restates the Thomas & Betts Pension Restoration Plan as follows: ARTICLE I DEFINITIONS The following words and phrases, as used herein, shall have the following meanings unless the context clearly indicates otherwise:

THOMAS & BETTS PENSION RESTORATION PLAN (AS AMENDED AND RESTATED EFFECTIVE DECEMBER 31, 2000) WHEREAS, Thomas & Betts Corporation (the "Company") established the Thomas & Betts Pension Restoration Plan (the "Plan") effective January 1, 1995 in order to provide certain employees with benefits which they would otherwise lose under The Thomas & Betts Pension Plan (the "Pension Plan") as a result of (i) certain Internal Revenue Code limitations on benefits which may be provided under the Pension Plan or (ii) elective deferrals of compensation under The Thomas & Betts Supplemental Executive Investment Plan (the "SEIP"); WHEREAS, the Company intends that the Plan be unfunded and be maintained "primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees," within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended; and WHEREAS, the Company wishes to amend the Plan to permit benefits, the present value of which exceeds $25,000, to be paid in a lump sum at the sole discretion of the Retirement Plans Committee; NOW, THEREFORE, effective December 31, 2000, the Company hereby amends and restates the Thomas & Betts Pension Restoration Plan as follows: ARTICLE I DEFINITIONS The following words and phrases, as used herein, shall have the following meanings unless the context clearly indicates otherwise:

Section 1.1 APPLICABLE CODE LIMITS: The limitations on benefits contained in Section 401(a)(17) and Section 415 of the Code, including any amendments or modifications of such provisions or any successor provisions of the Code. Section 1.2 BENEFICIARY: The person or persons designated (or deemed to be designated) by a Participant or Beneficiary to receive benefits under the Pension Plan payable upon the death of the Participant or Beneficiary, respectively, as provided under the Pension Plan. Section 1.3 BOARD: The Board of Directors of the Company. Section 1.4 CODE: The Internal Revenue Code of 1986, as amended. Section 1.5 COMMITTEE: The Retirement Plans Committee appointed by the Board. Section 1.6 COMPANY: Thomas & Betts Corporation and its successors and assigns. Section 1.7 COMPENSATION: An Eligible Employee's compensation from the Employer which is taken into account for purposes of determining his accrued benefit under the Pension Plan. Section 1.8 ELIGIBLE EMPLOYEE: An individual employed by the Employer on or after January 1, 1995 (a) who is a participant in the Pension Plan, and (b) who is eligible to participate in the SEIP and/or whose benefit under the Pension Plan is reduced by the Applicable Code Limits. Section 1.9 EMPLOYER: The Company and any subsidiary of the Company which participates in the Pension Plan. Section 1.10 NORMAL ANNUITY OPTION: An annuity providing monthly payments to the Participant for his

Section 1.1 APPLICABLE CODE LIMITS: The limitations on benefits contained in Section 401(a)(17) and Section 415 of the Code, including any amendments or modifications of such provisions or any successor provisions of the Code. Section 1.2 BENEFICIARY: The person or persons designated (or deemed to be designated) by a Participant or Beneficiary to receive benefits under the Pension Plan payable upon the death of the Participant or Beneficiary, respectively, as provided under the Pension Plan. Section 1.3 BOARD: The Board of Directors of the Company. Section 1.4 CODE: The Internal Revenue Code of 1986, as amended. Section 1.5 COMMITTEE: The Retirement Plans Committee appointed by the Board. Section 1.6 COMPANY: Thomas & Betts Corporation and its successors and assigns. Section 1.7 COMPENSATION: An Eligible Employee's compensation from the Employer which is taken into account for purposes of determining his accrued benefit under the Pension Plan. Section 1.8 ELIGIBLE EMPLOYEE: An individual employed by the Employer on or after January 1, 1995 (a) who is a participant in the Pension Plan, and (b) who is eligible to participate in the SEIP and/or whose benefit under the Pension Plan is reduced by the Applicable Code Limits. Section 1.9 EMPLOYER: The Company and any subsidiary of the Company which participates in the Pension Plan. Section 1.10 NORMAL ANNUITY OPTION: An annuity providing monthly payments to the Participant for his lifetime with a guaranteed minimum of 120 monthly payments, as defined in and administered under the Pension Plan. -2-

Section 1.11 NORMAL RETIREMENT DATE: The Participant's normal retirement date under the Pension Plan. Section 1.12 PARTICIPANT: An Eligible Employee who is accruing, or who has accrued, a Pension Restoration Benefit under the Plan. Section 1.13 PENSION PLAN: The Thomas & Betts Pension Plan, as amended from time to time. Section 1.14 PENSION RESTORATION BENEFIT: The supplemental retirement benefit described in Article III of the Plan. Section 1.15 PLAN: The Thomas & Betts Pension Restoration Plan, as set forth herein and as amended from time to time. Section 1.16 PLAN YEAR: A period of twelve consecutive months beginning on January 1 and ending on the following December 31. Section 1.17 SEIP: The Thomas & Betts Supplemental Executive Investment Plan, as it presently exists and as it may be amended from time to time. Section 1.18 SURVIVING SPOUSE BENEFIT: The supplemental pre-retirement survivor benefit described in Article IV of the Plan. Section 1.19 GENDER AND NUMBER: The masculine pronoun wherever used shall include the feminine and the singular may include the plural, and vice versa, as the context may require.

Section 1.11 NORMAL RETIREMENT DATE: The Participant's normal retirement date under the Pension Plan. Section 1.12 PARTICIPANT: An Eligible Employee who is accruing, or who has accrued, a Pension Restoration Benefit under the Plan. Section 1.13 PENSION PLAN: The Thomas & Betts Pension Plan, as amended from time to time. Section 1.14 PENSION RESTORATION BENEFIT: The supplemental retirement benefit described in Article III of the Plan. Section 1.15 PLAN: The Thomas & Betts Pension Restoration Plan, as set forth herein and as amended from time to time. Section 1.16 PLAN YEAR: A period of twelve consecutive months beginning on January 1 and ending on the following December 31. Section 1.17 SEIP: The Thomas & Betts Supplemental Executive Investment Plan, as it presently exists and as it may be amended from time to time. Section 1.18 SURVIVING SPOUSE BENEFIT: The supplemental pre-retirement survivor benefit described in Article IV of the Plan. Section 1.19 GENDER AND NUMBER: The masculine pronoun wherever used shall include the feminine and the singular may include the plural, and vice versa, as the context may require. ARTICLE II PARTICIPATION Section 2.1 PARTICIPATION. An Eligible Employee shall be a Participant if he is accruing, or has accrued, a benefit under the Pension Plan, and if the amount of such benefit is -3-

reduced by reason of the Applicable Code Limits and/or because he has elected to defer any of his Compensation under the SEIP. Section 2.2 FORMER EMPLOYEES. An individual shall not be an Eligible Employee or a Participant if his employment with the Employer terminated before January 1, 1995. ARTICLE III PENSION RESTORATION BENEFIT Section 3.1 AMOUNT OF BENEFIT. The amount of the Pension Restoration Benefit payable under the Plan shall be equal to the monthly benefit which would be payable under the Pension Plan to or on behalf of a Participant if: (a) the Applicable Code Limits were inapplicable; and (b) the Participant had not elected to defer any of his Compensation under the SEIP, less the monthly benefit actually payable to or on behalf of the Participant under the Pension Plan. The amounts described in (a) and (b) above shall be expressed as the monthly benefit payable in the form of the Normal Annuity Option commencing at the Participant's Normal Retirement Date, or the date of determination, if later.

reduced by reason of the Applicable Code Limits and/or because he has elected to defer any of his Compensation under the SEIP. Section 2.2 FORMER EMPLOYEES. An individual shall not be an Eligible Employee or a Participant if his employment with the Employer terminated before January 1, 1995. ARTICLE III PENSION RESTORATION BENEFIT Section 3.1 AMOUNT OF BENEFIT. The amount of the Pension Restoration Benefit payable under the Plan shall be equal to the monthly benefit which would be payable under the Pension Plan to or on behalf of a Participant if: (a) the Applicable Code Limits were inapplicable; and (b) the Participant had not elected to defer any of his Compensation under the SEIP, less the monthly benefit actually payable to or on behalf of the Participant under the Pension Plan. The amounts described in (a) and (b) above shall be expressed as the monthly benefit payable in the form of the Normal Annuity Option commencing at the Participant's Normal Retirement Date, or the date of determination, if later. Section 3.2 FORM AND TIME OF PAYMENT OF PENSION RESTORATION BENEFIT. Except as otherwise provided in Section 3.3, the Pension Restoration Benefit payable to or on behalf of a Participant, as determined under Section 3.1, shall be paid in the same form and at the same time as the benefit paid to or on behalf of the Participant under the Pension Plan, and shall be adjusted by the factors used under the Pension Plan to reflect the payment option chosen by the Participant and the Participant's annuity starting date. -4-

Section 3.3 PAYMENT OF SMALL BENEFITS. Notwithstanding the provisions of Section 3.2, if the actuarial equivalent present value of the Pension Restoration Benefit to which a Participant is entitled does not exceed $25,000, such present value shall be distributed to the Participant in a lump sum. If the actuarial equivalent present value of the Pension Restoration Benefit to which a Participant is entitled exceeds $25,000, the Retirement Plans Committee may, in its sole discretion, require that the present value be distributed to the Participant in a lump sum. For purposes of this Section 3.3, the actuarial equivalent present value of a Participant's Pension Restoration Benefit shall be determined as of February 1 of the calendar year following the calendar year in which he terminates employment with the Employer and all affiliates, using the interest and mortality assumptions which would be used under the Pension Plan for purposes of determining lump sum present values as of such determination date. Any lump sum benefit payable under this Section 3.3 shall be paid within 60 days following the applicable determination date. Section 3.4 NONDUPLICATION OF BENEFITS. Notwithstanding any other provision of this Plan, if a Participant is also covered by The Thomas & Betts Executive Retirement Plan, the amount of the Pension Restoration Benefit otherwise payable under this Plan shall be reduced by the value of any benefit which such Participant is entitled to receive under the Executive Retirement Plan. ARTICLE IV SURVIVING SPOUSE BENEFIT Section 4.1 AMOUNT OF BENEFIT. If a Participant who has accrued a Pension Restoration Benefit dies prior to the distribution, or commencement of distribution, of such Pension Restoration Benefit, and if a pre-retirement survivor annuity is payable from the Pension Plan to his surviving spouse, a Surviving Spouse Benefit shall be payable from this Plan. The

Section 3.3 PAYMENT OF SMALL BENEFITS. Notwithstanding the provisions of Section 3.2, if the actuarial equivalent present value of the Pension Restoration Benefit to which a Participant is entitled does not exceed $25,000, such present value shall be distributed to the Participant in a lump sum. If the actuarial equivalent present value of the Pension Restoration Benefit to which a Participant is entitled exceeds $25,000, the Retirement Plans Committee may, in its sole discretion, require that the present value be distributed to the Participant in a lump sum. For purposes of this Section 3.3, the actuarial equivalent present value of a Participant's Pension Restoration Benefit shall be determined as of February 1 of the calendar year following the calendar year in which he terminates employment with the Employer and all affiliates, using the interest and mortality assumptions which would be used under the Pension Plan for purposes of determining lump sum present values as of such determination date. Any lump sum benefit payable under this Section 3.3 shall be paid within 60 days following the applicable determination date. Section 3.4 NONDUPLICATION OF BENEFITS. Notwithstanding any other provision of this Plan, if a Participant is also covered by The Thomas & Betts Executive Retirement Plan, the amount of the Pension Restoration Benefit otherwise payable under this Plan shall be reduced by the value of any benefit which such Participant is entitled to receive under the Executive Retirement Plan. ARTICLE IV SURVIVING SPOUSE BENEFIT Section 4.1 AMOUNT OF BENEFIT. If a Participant who has accrued a Pension Restoration Benefit dies prior to the distribution, or commencement of distribution, of such Pension Restoration Benefit, and if a pre-retirement survivor annuity is payable from the Pension Plan to his surviving spouse, a Surviving Spouse Benefit shall be payable from this Plan. The -5-

amount of such Surviving Spouse Benefit shall be equal to the monthly benefit which would be payable under the Pension Plan to the surviving spouse if: (a) the Applicable Code Limits were inapplicable; and (b) the Participant had not elected to defer any of his Compensation under the SEIP, less the monthly benefit actually payable to the surviving spouse under the Pension Plan. The amounts described in (a) and (b) above shall be expressed in the form of the pre-retirement survivor annuity payable under the Pension Plan. Section 4.2 FORM AND TIME OF PAYMENT OF SURVIVING SPOUSE BENEFIT. Except as otherwise provided in Section 4.3, the Surviving Spouse Benefit payable under Section 4.1 shall be paid in the same form and at the same time as the pre-retirement survivor annuity paid to the surviving spouse under the Pension Plan, and shall be adjusted by the factors used under the Pension Plan to reflect the annuity starting date. Section 4.3 PAYMENT OF SMALL BENEFITS. Notwithstanding the provisions of Section 4.2, if the actuarial equivalent present value of the Surviving Spouse Benefit to which a surviving spouse is entitled does not exceed $25,000, such present value shall be distributed to the surviving spouse in a lump sum. If the actuarial equivalent present value of the Surviving Spouse Benefit to which a surviving spouse is entitled exceeds $25,000, the Retirement Plans Committee may, in its sole discretion, require that the present value be distributed to the surviving spouse in a lump sum. For purposes of this Section 4.3, the actuarial equivalent present value of a surviving spouse's Surviving Spouse Benefit shall be determined as of February 1 of the calendar year following the calendar year in which the Participant dies, using the interest and mortality assumptions which would be used under the Pension Plan for purposes of determining lump sum present values as of -6-

amount of such Surviving Spouse Benefit shall be equal to the monthly benefit which would be payable under the Pension Plan to the surviving spouse if: (a) the Applicable Code Limits were inapplicable; and (b) the Participant had not elected to defer any of his Compensation under the SEIP, less the monthly benefit actually payable to the surviving spouse under the Pension Plan. The amounts described in (a) and (b) above shall be expressed in the form of the pre-retirement survivor annuity payable under the Pension Plan. Section 4.2 FORM AND TIME OF PAYMENT OF SURVIVING SPOUSE BENEFIT. Except as otherwise provided in Section 4.3, the Surviving Spouse Benefit payable under Section 4.1 shall be paid in the same form and at the same time as the pre-retirement survivor annuity paid to the surviving spouse under the Pension Plan, and shall be adjusted by the factors used under the Pension Plan to reflect the annuity starting date. Section 4.3 PAYMENT OF SMALL BENEFITS. Notwithstanding the provisions of Section 4.2, if the actuarial equivalent present value of the Surviving Spouse Benefit to which a surviving spouse is entitled does not exceed $25,000, such present value shall be distributed to the surviving spouse in a lump sum. If the actuarial equivalent present value of the Surviving Spouse Benefit to which a surviving spouse is entitled exceeds $25,000, the Retirement Plans Committee may, in its sole discretion, require that the present value be distributed to the surviving spouse in a lump sum. For purposes of this Section 4.3, the actuarial equivalent present value of a surviving spouse's Surviving Spouse Benefit shall be determined as of February 1 of the calendar year following the calendar year in which the Participant dies, using the interest and mortality assumptions which would be used under the Pension Plan for purposes of determining lump sum present values as of -6-

such determination date. Any lump sum benefit payable under this Section 4.3 shall be paid within 60 days following the applicable determination date. Section 4.4 NONDUPLICATION OF BENEFITS. Notwithstanding any other provision of this Plan, if a Participant is also covered by The Thomas & Betts Executive Retirement Plan, the amount of the Surviving Spouse Benefit otherwise payable under this Plan upon such Participant's death shall be reduced by the value of any pre-retirement death benefit which such surviving spouse is entitled to receive under the Executive Retirement Plan. ARTICLE V OTHER BENEFIT PROVISIONS Section 5.1 VESTING; TERMINATION OF EMPLOYMENT. No benefit shall be payable under this Plan to, or with respect to, any Participant who has not earned a vested right to his accrued benefit under the Pension Plan. No benefit shall be payable under this Plan to, or with respect to, a Participant prior to his termination of employment with the Employer and all affiliates. Section 5.2 PAYMENT TO GUARDIAN. If an amount is payable under this Plan to a minor, a person declared incompetent or a person incapable of handling the disposition of property, the Committee or its appointed representative may direct the payment of the amount to the guardian, legal representative or person having the care and custody of the minor, incompetent or incapable person. The Committee or its appointed representative may require proof of incompetency, minority, incapacity or guardianship as it may deem appropriate prior to the distribution of the amount. The distribution shall completely discharge the Committee and its appointed representative and the Employer from all liability with respect to the amount distributed.

such determination date. Any lump sum benefit payable under this Section 4.3 shall be paid within 60 days following the applicable determination date. Section 4.4 NONDUPLICATION OF BENEFITS. Notwithstanding any other provision of this Plan, if a Participant is also covered by The Thomas & Betts Executive Retirement Plan, the amount of the Surviving Spouse Benefit otherwise payable under this Plan upon such Participant's death shall be reduced by the value of any pre-retirement death benefit which such surviving spouse is entitled to receive under the Executive Retirement Plan. ARTICLE V OTHER BENEFIT PROVISIONS Section 5.1 VESTING; TERMINATION OF EMPLOYMENT. No benefit shall be payable under this Plan to, or with respect to, any Participant who has not earned a vested right to his accrued benefit under the Pension Plan. No benefit shall be payable under this Plan to, or with respect to, a Participant prior to his termination of employment with the Employer and all affiliates. Section 5.2 PAYMENT TO GUARDIAN. If an amount is payable under this Plan to a minor, a person declared incompetent or a person incapable of handling the disposition of property, the Committee or its appointed representative may direct the payment of the amount to the guardian, legal representative or person having the care and custody of the minor, incompetent or incapable person. The Committee or its appointed representative may require proof of incompetency, minority, incapacity or guardianship as it may deem appropriate prior to the distribution of the amount. The distribution shall completely discharge the Committee and its appointed representative and the Employer from all liability with respect to the amount distributed. -7-

Section 5.3 WITHHOLDING; PAYROLL TAXES. The Employer shall withhold from payments made under the Plan any taxes required to be withheld from a Participant's wages for federal, state or local government income or other payroll taxes. Section 5.4 DOMESTIC RELATIONS ORDERS. In the event a Participant's pension benefit under the Pension Plan is subject to a qualified domestic relations order, the Pension Restoration Benefit provided by this Plan shall be paid without regard to the order, unless the order specifically applies to benefits payable under this Plan. Section 5.5 NONALIENATION OF BENEFITS. Except as provided in Section 5.4 with respect to certain domestic relations orders, none of the benefits or rights of a Participant or any Beneficiary under this Plan shall be subject to the claim of any creditor. In particular, to the fullest extent permitted by law, all such benefits and rights shall be free from attachment, garnishment or any other legal or equitable process available to any creditor of the Participant or his Beneficiary. Neither the Participant nor his Beneficiary shall have the right to alienate, anticipate, commute, pledge, encumber or assign any of the payments which he may expect to receive, contingently or otherwise, under this Plan. ARTICLE VI SOURCE OF FUNDS Section 6.1 SOURCE OF FUNDS. This Plan shall be unfunded, and payment of benefits hereunder shall be made from the general assets of the Employer. Any asset which may be set aside, earmarked or identified as being intended for the provision of benefits under this Plan, shall remain an asset of the Employer and shall be subject to the claims of its general creditors. Each Participant and Beneficiary shall be a general creditor of the Employer to the extent of the value of his benefit accrued hereunder, and he shall have no right, title or interest in any specific

Section 5.3 WITHHOLDING; PAYROLL TAXES. The Employer shall withhold from payments made under the Plan any taxes required to be withheld from a Participant's wages for federal, state or local government income or other payroll taxes. Section 5.4 DOMESTIC RELATIONS ORDERS. In the event a Participant's pension benefit under the Pension Plan is subject to a qualified domestic relations order, the Pension Restoration Benefit provided by this Plan shall be paid without regard to the order, unless the order specifically applies to benefits payable under this Plan. Section 5.5 NONALIENATION OF BENEFITS. Except as provided in Section 5.4 with respect to certain domestic relations orders, none of the benefits or rights of a Participant or any Beneficiary under this Plan shall be subject to the claim of any creditor. In particular, to the fullest extent permitted by law, all such benefits and rights shall be free from attachment, garnishment or any other legal or equitable process available to any creditor of the Participant or his Beneficiary. Neither the Participant nor his Beneficiary shall have the right to alienate, anticipate, commute, pledge, encumber or assign any of the payments which he may expect to receive, contingently or otherwise, under this Plan. ARTICLE VI SOURCE OF FUNDS Section 6.1 SOURCE OF FUNDS. This Plan shall be unfunded, and payment of benefits hereunder shall be made from the general assets of the Employer. Any asset which may be set aside, earmarked or identified as being intended for the provision of benefits under this Plan, shall remain an asset of the Employer and shall be subject to the claims of its general creditors. Each Participant and Beneficiary shall be a general creditor of the Employer to the extent of the value of his benefit accrued hereunder, and he shall have no right, title or interest in any specific -8-

asset that the Employer may set aside or designate as intended to be applied to the payment of benefits under this Plan. The Employer's obligation under the Plan shall be merely an unfunded and unsecured promise to pay money in the future. ARTICLE VII ADMINISTRATION Section 7.1 THE COMMITTEE. This Plan shall be administered by the Retirement Plans Committee appointed by the Board. The Committee and/or its appointed representative shall have sole discretion to construe and interpret the provisions of the Plan and to determine all questions concerning benefit entitlements, including the power to construe and determine disputed or doubtful terms. To the maximum extent permissible under law, the determinations of the Committee and/or its appointed representative on all such matters shall be final and binding upon all persons involved. Section 7.2 RECORDS AND REPORTS. The Committee or its appointed representative shall keep a record of its proceedings and actions and shall maintain all books of account, records and other data as shall be necessary for the proper administration of the Plan. Such records shall contain all relevant data pertaining to individual Participants and their rights under the Plan. The Committee or its appointed representative shall have the duty to carry into effect all rights or benefits provided hereunder to the extent assets of the Employer are properly available therefor. Section 7.3 PAYMENT OF EXPENSES. The Employer shall pay all expenses of administering the Plan. Such expenses shall include any expenses incident to the functioning of the Committee or its appointed representative. Section 7.4 INDEMNIFICATION FOR LIABILITY. The Employer shall indemnify the members of the Committee, and the employees of the Employer to whom the Committee delegates duties

asset that the Employer may set aside or designate as intended to be applied to the payment of benefits under this Plan. The Employer's obligation under the Plan shall be merely an unfunded and unsecured promise to pay money in the future. ARTICLE VII ADMINISTRATION Section 7.1 THE COMMITTEE. This Plan shall be administered by the Retirement Plans Committee appointed by the Board. The Committee and/or its appointed representative shall have sole discretion to construe and interpret the provisions of the Plan and to determine all questions concerning benefit entitlements, including the power to construe and determine disputed or doubtful terms. To the maximum extent permissible under law, the determinations of the Committee and/or its appointed representative on all such matters shall be final and binding upon all persons involved. Section 7.2 RECORDS AND REPORTS. The Committee or its appointed representative shall keep a record of its proceedings and actions and shall maintain all books of account, records and other data as shall be necessary for the proper administration of the Plan. Such records shall contain all relevant data pertaining to individual Participants and their rights under the Plan. The Committee or its appointed representative shall have the duty to carry into effect all rights or benefits provided hereunder to the extent assets of the Employer are properly available therefor. Section 7.3 PAYMENT OF EXPENSES. The Employer shall pay all expenses of administering the Plan. Such expenses shall include any expenses incident to the functioning of the Committee or its appointed representative. Section 7.4 INDEMNIFICATION FOR LIABILITY. The Employer shall indemnify the members of the Committee, and the employees of the Employer to whom the Committee delegates duties -9-

under the Plan, against any and all claims, losses, damages, expenses and liabilities arising from their carrying out of their responsibilities in connection with the Plan, unless the same is determined to be due to gross negligence or willful misconduct. Section 7.5 CLAIMS PROCEDURE. The procedure for presenting claims under the Plan and appealing denials thereof shall be as follows: (a) FILING OF CLAIMS. Any Participant or Beneficiary (the "claimant") may file a written claim for a Plan benefit with the Committee or its appointed representative. (b) NOTICE OF DENIAL OF CLAIM. In the event of a denial of any benefit requested by any claimant, the claimant shall be given a written notification containing specific reasons for the denial. The written notification shall contain specific reference to the pertinent Plan provisions on which the denial is based. In addition, it shall contain a description of any additional material or information necessary for the claimant to perfect a claim and an explanation of why such material or information is necessary. The notification shall also provide appropriate information as to the steps to be taken if the claimant wishes to submit his claim for review. The written notification shall be given to the claimant within 90 days after receipt of his claim by the Committee or its appointed representative unless special circumstances require an extension of time for processing, in which case written notice of the extension shall be furnished to the claimant prior to the termination of the original 90day period, and such notice shall indicate the special circumstances which make the extension appropriate. In no event shall the extension exceed a total of 180 days from the date of the original receipt of the claim. -10-

(c) RIGHT OF REVIEW. In the event of a denial of a claim for benefits, the claimant shall be permitted to

under the Plan, against any and all claims, losses, damages, expenses and liabilities arising from their carrying out of their responsibilities in connection with the Plan, unless the same is determined to be due to gross negligence or willful misconduct. Section 7.5 CLAIMS PROCEDURE. The procedure for presenting claims under the Plan and appealing denials thereof shall be as follows: (a) FILING OF CLAIMS. Any Participant or Beneficiary (the "claimant") may file a written claim for a Plan benefit with the Committee or its appointed representative. (b) NOTICE OF DENIAL OF CLAIM. In the event of a denial of any benefit requested by any claimant, the claimant shall be given a written notification containing specific reasons for the denial. The written notification shall contain specific reference to the pertinent Plan provisions on which the denial is based. In addition, it shall contain a description of any additional material or information necessary for the claimant to perfect a claim and an explanation of why such material or information is necessary. The notification shall also provide appropriate information as to the steps to be taken if the claimant wishes to submit his claim for review. The written notification shall be given to the claimant within 90 days after receipt of his claim by the Committee or its appointed representative unless special circumstances require an extension of time for processing, in which case written notice of the extension shall be furnished to the claimant prior to the termination of the original 90day period, and such notice shall indicate the special circumstances which make the extension appropriate. In no event shall the extension exceed a total of 180 days from the date of the original receipt of the claim. -10-

(c) RIGHT OF REVIEW. In the event of a denial of a claim for benefits, the claimant shall be permitted to review the pertinent documents and to submit to the Committee or its appointed representative issues and comments in writing. In addition, the claimant may make a written request for a review of his claim and its denial by the Committee or its appointed representative. Such written request must be received by the Committee or its appointed representative within 60 days after receipt by the claimant of written notification of the denial of the claim. (d) DECISION ON REVIEW. (1) A decision shall be rendered by the Committee or its appointed representative within 60 days after the receipt of the request for review. However, where special circumstances make a longer period for decision necessary or appropriate, the decision of the Committee or its appointed representative may be postponed on written notice to the claimant (prior to the expiration of the initial 60-day period) for an additional 60 days. In no event shall the decision of the Committee or its appointed representative be rendered more than 120 days after the receipt of the request for review. (2) Any decision by the Committee or its appointed representative shall be furnished to the claimant in writing in a manner calculated to be understood by the claimant and shall set forth the specific reason(s) for the decision and the specific Plan provision(s) on which the decision is based. -11-

ARTICLE VIII AMENDMENT AND TERMINATION Section 8.1 AMENDMENT. The Board shall have the right to amend or modify the Plan at any time and for any reason. The Committee shall have such authority to amend the Plan as shall be delegated to it by the Board in the Retirement Plans Committee Charter or by resolution. Section 8.2 TERMINATION. The Board shall have the right to terminate the Plan, in whole or in part, at any

(c) RIGHT OF REVIEW. In the event of a denial of a claim for benefits, the claimant shall be permitted to review the pertinent documents and to submit to the Committee or its appointed representative issues and comments in writing. In addition, the claimant may make a written request for a review of his claim and its denial by the Committee or its appointed representative. Such written request must be received by the Committee or its appointed representative within 60 days after receipt by the claimant of written notification of the denial of the claim. (d) DECISION ON REVIEW. (1) A decision shall be rendered by the Committee or its appointed representative within 60 days after the receipt of the request for review. However, where special circumstances make a longer period for decision necessary or appropriate, the decision of the Committee or its appointed representative may be postponed on written notice to the claimant (prior to the expiration of the initial 60-day period) for an additional 60 days. In no event shall the decision of the Committee or its appointed representative be rendered more than 120 days after the receipt of the request for review. (2) Any decision by the Committee or its appointed representative shall be furnished to the claimant in writing in a manner calculated to be understood by the claimant and shall set forth the specific reason(s) for the decision and the specific Plan provision(s) on which the decision is based. -11-

ARTICLE VIII AMENDMENT AND TERMINATION Section 8.1 AMENDMENT. The Board shall have the right to amend or modify the Plan at any time and for any reason. The Committee shall have such authority to amend the Plan as shall be delegated to it by the Board in the Retirement Plans Committee Charter or by resolution. Section 8.2 TERMINATION. The Board shall have the right to terminate the Plan, in whole or in part, at any time and for any reason. Section 8.3 LIMITATIONS. No amendment or termination of the Plan shall decrease the amount of any Participant's Pension Restoration Benefit accrued or in pay status as of the date of amendment or termination (determined as if the Participant had terminated employment as of such date, or, if earlier, as of his actual date of termination). ARTICLE IX MISCELLANEOUS PROVISIONS Section 9.1 NO CONTRACT OF EMPLOYMENT. Nothing contained herein shall be construed as conferring upon any person the right to be employed by the Employer or to continue in the employ of the Employer, and nothing contained herein shall be construed to limit the right of the Employer to terminate the employment of any Eligible Employee. Section 9.2 APPLICABLE LAW. The provisions of this Plan shall be construed and interpreted according to the laws of the State of Tennessee, to the extent not superseded by federal law. Section 9.3 HEADINGS. The headings of the Articles and Sections of the Plan are for reference only. In the event of a conflict between a heading and the contents of an Article or Section, the contents of the Article or Section shall control. -12-

ARTICLE VIII AMENDMENT AND TERMINATION Section 8.1 AMENDMENT. The Board shall have the right to amend or modify the Plan at any time and for any reason. The Committee shall have such authority to amend the Plan as shall be delegated to it by the Board in the Retirement Plans Committee Charter or by resolution. Section 8.2 TERMINATION. The Board shall have the right to terminate the Plan, in whole or in part, at any time and for any reason. Section 8.3 LIMITATIONS. No amendment or termination of the Plan shall decrease the amount of any Participant's Pension Restoration Benefit accrued or in pay status as of the date of amendment or termination (determined as if the Participant had terminated employment as of such date, or, if earlier, as of his actual date of termination). ARTICLE IX MISCELLANEOUS PROVISIONS Section 9.1 NO CONTRACT OF EMPLOYMENT. Nothing contained herein shall be construed as conferring upon any person the right to be employed by the Employer or to continue in the employ of the Employer, and nothing contained herein shall be construed to limit the right of the Employer to terminate the employment of any Eligible Employee. Section 9.2 APPLICABLE LAW. The provisions of this Plan shall be construed and interpreted according to the laws of the State of Tennessee, to the extent not superseded by federal law. Section 9.3 HEADINGS. The headings of the Articles and Sections of the Plan are for reference only. In the event of a conflict between a heading and the contents of an Article or Section, the contents of the Article or Section shall control. -12-

Section 9.4 ENTIRE AGREEMENT. This Plan contains the entire agreement by the Employer with respect to the subject matter hereof. No modification or claim of waiver of any of the provisions hereof shall be valid unless in writing and signed by the party against whom such modification or waiver is sought to be enforced. Section 9.5 SUCCESSORS. The provisions of this Plan shall bind and inure to the benefit of the Employer and its successors and assigns. The term "successors" as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, share exchange, amalgamation, purchase or otherwise, acquire all or substantially all of the business and assets of the Employer and successors of any such corporation or other business entity. IN WITNESS WHEREOF, Thomas & Betts Corporation has caused these presents to be duly executed this 5th day of September, 2001.
Attest: THOMAS & BETTS CORPORATION

/s/ Jerry Kronenberg -----------------------Jerry Kronenberg Secretary

By:

/s/ Connie C. Muscarella ----------------------------Connie C. Muscarella Vice President-Human Resources and Administration

-13-

Section 9.4 ENTIRE AGREEMENT. This Plan contains the entire agreement by the Employer with respect to the subject matter hereof. No modification or claim of waiver of any of the provisions hereof shall be valid unless in writing and signed by the party against whom such modification or waiver is sought to be enforced. Section 9.5 SUCCESSORS. The provisions of this Plan shall bind and inure to the benefit of the Employer and its successors and assigns. The term "successors" as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, share exchange, amalgamation, purchase or otherwise, acquire all or substantially all of the business and assets of the Employer and successors of any such corporation or other business entity. IN WITNESS WHEREOF, Thomas & Betts Corporation has caused these presents to be duly executed this 5th day of September, 2001.
Attest: THOMAS & BETTS CORPORATION

/s/ Jerry Kronenberg -----------------------Jerry Kronenberg Secretary

By:

/s/ Connie C. Muscarella ----------------------------Connie C. Muscarella Vice President-Human Resources and Administration

-13-

EXHIBIT 10.2 EMPLOYMENT AGREEMENT AGREEMENT between THOMAS & BETTS CORPORATION, a Tennessee corporation (the "Corporation"), and _____________________(the "Executive"), dated as of the ____day of ________, 2001. The Corporation, on behalf of itself and its shareholders, wishes to continue to attract and retain well-qualified executive and key personnel who are an integral part of the management of the Corporation, such as Executive, and to assure both itself of continuity of management and Executive of continued employment in the event of any Change of Control (as defined in Section 2 of this Agreement) of the Corporation; IT IS, THEREFORE, AGREED: 1. OPERATION OF AGREEMENT. (a) The "Effective Date" shall be the date during the "Change-of-Control Period" (as defined in Section 1(b)) on which a Change of Control occurs. Anything in this Agreement to the contrary notwithstanding, if the Executive's employment with the Corporation is terminated prior to the date on which a Change of Control occurs, and the Executive can reasonably demonstrate that such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with a Change of Control, then for all purposes of this Agreement the "Effective Date" shall mean the date immediately prior to the date of such termination.

(b) The "Change-of-Control Period" is the period commencing on the date hereof and ending on the second anniversary of such date; provided, however, that commencing on the first day of each month after the date hereof (each first day of the month after the date hereof is hereinafter referred to as the "Renewal Date"), the Change-of- Control Period shall be automatically extended so as to terminate two years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Corporation shall give notice that the Change-ofControl Period shall not be so extended. 2. CHANGE OF CONTROL. For the purpose of this Agreement, a "Change of Control" shall, without limitation, be deemed to have occurred if:

EXHIBIT 10.2 EMPLOYMENT AGREEMENT AGREEMENT between THOMAS & BETTS CORPORATION, a Tennessee corporation (the "Corporation"), and _____________________(the "Executive"), dated as of the ____day of ________, 2001. The Corporation, on behalf of itself and its shareholders, wishes to continue to attract and retain well-qualified executive and key personnel who are an integral part of the management of the Corporation, such as Executive, and to assure both itself of continuity of management and Executive of continued employment in the event of any Change of Control (as defined in Section 2 of this Agreement) of the Corporation; IT IS, THEREFORE, AGREED: 1. OPERATION OF AGREEMENT. (a) The "Effective Date" shall be the date during the "Change-of-Control Period" (as defined in Section 1(b)) on which a Change of Control occurs. Anything in this Agreement to the contrary notwithstanding, if the Executive's employment with the Corporation is terminated prior to the date on which a Change of Control occurs, and the Executive can reasonably demonstrate that such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with a Change of Control, then for all purposes of this Agreement the "Effective Date" shall mean the date immediately prior to the date of such termination.

(b) The "Change-of-Control Period" is the period commencing on the date hereof and ending on the second anniversary of such date; provided, however, that commencing on the first day of each month after the date hereof (each first day of the month after the date hereof is hereinafter referred to as the "Renewal Date"), the Change-of- Control Period shall be automatically extended so as to terminate two years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Corporation shall give notice that the Change-ofControl Period shall not be so extended. 2. CHANGE OF CONTROL. For the purpose of this Agreement, a "Change of Control" shall, without limitation, be deemed to have occurred if: (a) A third person, including a "group" as such term is used in Section 13(d)(3) of the Exchange Act, becomes the beneficial owner, directly or indirectly, of 25% or more of the combined voting power of the Corporation's outstanding voting securities ordinarily having the right to vote for the election of directors of the Corporation; or (b) Individuals who, as of the date hereof, constitute the Board of Directors of the Corporation (the "Board" generally and as of the date hereof the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation's shareholders, was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board (other than an election or nomination of an individual whose -2-

initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Corporation, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934 (the "Exchange Act")) shall be, for purposes of this Agreement, considered as though such person were a member of the incumbent Board; or (c) The consummation of (i) any consolidation, share exchange, merger or amalgamation of the Corporation as a result of which the individuals and entities who were the respective beneficial owners of the outstanding common stock of the Corporation and the voting securities of the Corporation immediately prior to such consolidation, share exchange, merger or amalgamation do not beneficially own, immediately after such consolidation, share exchange, merger or amalgamation, directly or indirectly, more than 50%, respectively, of the common stock and combined voting power of the voting securities entitled to vote of the company resulting from such consolidation,

(b) The "Change-of-Control Period" is the period commencing on the date hereof and ending on the second anniversary of such date; provided, however, that commencing on the first day of each month after the date hereof (each first day of the month after the date hereof is hereinafter referred to as the "Renewal Date"), the Change-of- Control Period shall be automatically extended so as to terminate two years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Corporation shall give notice that the Change-ofControl Period shall not be so extended. 2. CHANGE OF CONTROL. For the purpose of this Agreement, a "Change of Control" shall, without limitation, be deemed to have occurred if: (a) A third person, including a "group" as such term is used in Section 13(d)(3) of the Exchange Act, becomes the beneficial owner, directly or indirectly, of 25% or more of the combined voting power of the Corporation's outstanding voting securities ordinarily having the right to vote for the election of directors of the Corporation; or (b) Individuals who, as of the date hereof, constitute the Board of Directors of the Corporation (the "Board" generally and as of the date hereof the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Corporation's shareholders, was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board (other than an election or nomination of an individual whose -2-

initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Corporation, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934 (the "Exchange Act")) shall be, for purposes of this Agreement, considered as though such person were a member of the incumbent Board; or (c) The consummation of (i) any consolidation, share exchange, merger or amalgamation of the Corporation as a result of which the individuals and entities who were the respective beneficial owners of the outstanding common stock of the Corporation and the voting securities of the Corporation immediately prior to such consolidation, share exchange, merger or amalgamation do not beneficially own, immediately after such consolidation, share exchange, merger or amalgamation, directly or indirectly, more than 50%, respectively, of the common stock and combined voting power of the voting securities entitled to vote of the company resulting from such consolidation, share exchange, merger or amalgamation; or (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power of the Corporation; or (d) The approval by the shareholders of a plan of complete liquidation or dissolution of the Corporation. 3. EMPLOYMENT PERIOD. The Corporation hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Corporation, for the -3-

period commencing on the Effective Date and ending on the third anniversary of such date (the "Employment Period"). 4. POSITION AND DUTIES. (a) During the Employment Period, (i) the Executive's position (including status, offices, titles and reporting relationships), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the Effective Date, and (ii) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than thirty-five (35) miles from such location. Such position, authority, duties and responsibilities shall be regarded as not commensurate if, as a result of a Change of Control, (i) the Corporation becomes a direct or indirect subsidiary of another corporation or corporations or becomes controlled, directly or indirectly, by one or more unincorporated entities (such other

initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Corporation, as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934 (the "Exchange Act")) shall be, for purposes of this Agreement, considered as though such person were a member of the incumbent Board; or (c) The consummation of (i) any consolidation, share exchange, merger or amalgamation of the Corporation as a result of which the individuals and entities who were the respective beneficial owners of the outstanding common stock of the Corporation and the voting securities of the Corporation immediately prior to such consolidation, share exchange, merger or amalgamation do not beneficially own, immediately after such consolidation, share exchange, merger or amalgamation, directly or indirectly, more than 50%, respectively, of the common stock and combined voting power of the voting securities entitled to vote of the company resulting from such consolidation, share exchange, merger or amalgamation; or (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets or earning power of the Corporation; or (d) The approval by the shareholders of a plan of complete liquidation or dissolution of the Corporation. 3. EMPLOYMENT PERIOD. The Corporation hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Corporation, for the -3-

period commencing on the Effective Date and ending on the third anniversary of such date (the "Employment Period"). 4. POSITION AND DUTIES. (a) During the Employment Period, (i) the Executive's position (including status, offices, titles and reporting relationships), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the Effective Date, and (ii) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than thirty-five (35) miles from such location. Such position, authority, duties and responsibilities shall be regarded as not commensurate if, as a result of a Change of Control, (i) the Corporation becomes a direct or indirect subsidiary of another corporation or corporations or becomes controlled, directly or indirectly, by one or more unincorporated entities (such other corporation or unincorporated entity owning or controlling, directly or indirectly, the greatest amount of equity (by vote) of the Corporation is hereinafter referred to as a "Parent Company"), or (ii) all or substantially all of the assets of the Corporation are acquired by another corporation or unincorporated entity or group of corporations or unincorporated entities owned or controlled, directly or indirectly, by another corporation or unincorporated entity (such other acquiring or controlling corporation or unincorporated entity is hereinafter referred to as a "Successor"), unless, in each case, (x) Section -4-

13(c) of this Agreement shall have been complied with and (y) the Executive shall have assumed a position with such Parent Company or Successor, as the case may be, and the Executive's position, authority, duties and responsibilities with such Parent Company or Successor, as the case may be, are at least commensurate in all material respects with the most significant of those held, exercised and assigned with the Corporation at any time during the 90-day period immediately preceding the Effective Date, or (iii) more than one unrelated corporation or unincorporated entity acquires a significant portion of the assets of the Corporation. (b) During the Employment Period, excluding periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Corporation and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. The Executive may (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions and (iii) manage personal investments, so

period commencing on the Effective Date and ending on the third anniversary of such date (the "Employment Period"). 4. POSITION AND DUTIES. (a) During the Employment Period, (i) the Executive's position (including status, offices, titles and reporting relationships), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the Effective Date, and (ii) the Executive's services shall be performed at the location where the Executive was employed immediately preceding the Effective Date or any office or location less than thirty-five (35) miles from such location. Such position, authority, duties and responsibilities shall be regarded as not commensurate if, as a result of a Change of Control, (i) the Corporation becomes a direct or indirect subsidiary of another corporation or corporations or becomes controlled, directly or indirectly, by one or more unincorporated entities (such other corporation or unincorporated entity owning or controlling, directly or indirectly, the greatest amount of equity (by vote) of the Corporation is hereinafter referred to as a "Parent Company"), or (ii) all or substantially all of the assets of the Corporation are acquired by another corporation or unincorporated entity or group of corporations or unincorporated entities owned or controlled, directly or indirectly, by another corporation or unincorporated entity (such other acquiring or controlling corporation or unincorporated entity is hereinafter referred to as a "Successor"), unless, in each case, (x) Section -4-

13(c) of this Agreement shall have been complied with and (y) the Executive shall have assumed a position with such Parent Company or Successor, as the case may be, and the Executive's position, authority, duties and responsibilities with such Parent Company or Successor, as the case may be, are at least commensurate in all material respects with the most significant of those held, exercised and assigned with the Corporation at any time during the 90-day period immediately preceding the Effective Date, or (iii) more than one unrelated corporation or unincorporated entity acquires a significant portion of the assets of the Corporation. (b) During the Employment Period, excluding periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Corporation and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. The Executive may (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions and (iii) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Corporation. -5-

5. COMPENSATION. (a) BASE SALARY. During the Employment Period, the Executive shall receive a base salary ("Base Salary") at a monthly rate at least equal to the highest monthly base salary paid to the Executive by the Corporation, together with any of its affiliate companies, during the twelve-month period immediately preceding the month in which the Effective Date occurs. During the Employment Period, the Base Salary shall be reviewed at least annually and shall be increased at any time and from time to time as shall be consistent with increases in base salary awarded in the ordinary course of business to other key executives. Any increase in the Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. The Base Salary shall not be reduced after any such increase. As used in this Agreement, the term "affiliated companies" includes any company controlling, controlled by or under common control with the Corporation. (b) ANNUAL BONUS. In addition to the Base Salary, the Executive shall be awarded, for each fiscal year of the Corporation ("Fiscal Year") during the Employment Period, an annual bonus (an "Annual Bonus") (either pursuant to a bonus, profit-sharing or incentive plan or program of the Corporation or otherwise) in cash at least

13(c) of this Agreement shall have been complied with and (y) the Executive shall have assumed a position with such Parent Company or Successor, as the case may be, and the Executive's position, authority, duties and responsibilities with such Parent Company or Successor, as the case may be, are at least commensurate in all material respects with the most significant of those held, exercised and assigned with the Corporation at any time during the 90-day period immediately preceding the Effective Date, or (iii) more than one unrelated corporation or unincorporated entity acquires a significant portion of the assets of the Corporation. (b) During the Employment Period, excluding periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Corporation and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable best efforts to perform faithfully and efficiently such responsibilities. The Executive may (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions and (iii) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive's responsibilities to the Corporation. -5-

5. COMPENSATION. (a) BASE SALARY. During the Employment Period, the Executive shall receive a base salary ("Base Salary") at a monthly rate at least equal to the highest monthly base salary paid to the Executive by the Corporation, together with any of its affiliate companies, during the twelve-month period immediately preceding the month in which the Effective Date occurs. During the Employment Period, the Base Salary shall be reviewed at least annually and shall be increased at any time and from time to time as shall be consistent with increases in base salary awarded in the ordinary course of business to other key executives. Any increase in the Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. The Base Salary shall not be reduced after any such increase. As used in this Agreement, the term "affiliated companies" includes any company controlling, controlled by or under common control with the Corporation. (b) ANNUAL BONUS. In addition to the Base Salary, the Executive shall be awarded, for each fiscal year of the Corporation ("Fiscal Year") during the Employment Period, an annual bonus (an "Annual Bonus") (either pursuant to a bonus, profit-sharing or incentive plan or program of the Corporation or otherwise) in cash at least equal to the average bonus paid or payable to the Executive in respect of each of the Fiscal Years (annualized with respect to any such Fiscal Year for which the Executive has been employed only during a portion thereof) during the three Fiscal Years immediately prior to the Fiscal Year in which the Effective Date occurs. Each such Annual Bonus shall be paid no later than March 15 of the Fiscal Year next following the Fiscal Year for which the Annual Bonus is awarded, unless the Executive shall otherwise elect to defer the receipt of such Annual Bonus. -6-

(c) INCENTIVE, SAVINGS AND RETIREMENT PLANS. In addition to the Base Salary and Annual Bonus payable as hereinabove provided, the Executive shall be entitled to participate, during the Employment Period, in all incentive, savings and retirement plans and programs applicable to other key executives (including the Corporation's restricted stock and stock option plans), but in no event shall such plans and programs, in the aggregate, provide the Executive with compensation, benefits and reward opportunities less favorable than the most favorable of those provided by the Corporation and its affiliated companies for the Executive under such plans and programs as in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided at any time thereafter with respect to other key executives. (d) WELFARE BENEFIT PLANS. During the Employment Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under each welfare benefit plan of the Corporation, including, without limitation, all medical, prescription, dental, disability, salary continuance, group life, accidental death and travel accident insurance plans and programs of the Corporation and its affiliated companies, in each case comparable to those in effect at any time during the 90-day period

5. COMPENSATION. (a) BASE SALARY. During the Employment Period, the Executive shall receive a base salary ("Base Salary") at a monthly rate at least equal to the highest monthly base salary paid to the Executive by the Corporation, together with any of its affiliate companies, during the twelve-month period immediately preceding the month in which the Effective Date occurs. During the Employment Period, the Base Salary shall be reviewed at least annually and shall be increased at any time and from time to time as shall be consistent with increases in base salary awarded in the ordinary course of business to other key executives. Any increase in the Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. The Base Salary shall not be reduced after any such increase. As used in this Agreement, the term "affiliated companies" includes any company controlling, controlled by or under common control with the Corporation. (b) ANNUAL BONUS. In addition to the Base Salary, the Executive shall be awarded, for each fiscal year of the Corporation ("Fiscal Year") during the Employment Period, an annual bonus (an "Annual Bonus") (either pursuant to a bonus, profit-sharing or incentive plan or program of the Corporation or otherwise) in cash at least equal to the average bonus paid or payable to the Executive in respect of each of the Fiscal Years (annualized with respect to any such Fiscal Year for which the Executive has been employed only during a portion thereof) during the three Fiscal Years immediately prior to the Fiscal Year in which the Effective Date occurs. Each such Annual Bonus shall be paid no later than March 15 of the Fiscal Year next following the Fiscal Year for which the Annual Bonus is awarded, unless the Executive shall otherwise elect to defer the receipt of such Annual Bonus. -6-

(c) INCENTIVE, SAVINGS AND RETIREMENT PLANS. In addition to the Base Salary and Annual Bonus payable as hereinabove provided, the Executive shall be entitled to participate, during the Employment Period, in all incentive, savings and retirement plans and programs applicable to other key executives (including the Corporation's restricted stock and stock option plans), but in no event shall such plans and programs, in the aggregate, provide the Executive with compensation, benefits and reward opportunities less favorable than the most favorable of those provided by the Corporation and its affiliated companies for the Executive under such plans and programs as in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided at any time thereafter with respect to other key executives. (d) WELFARE BENEFIT PLANS. During the Employment Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under each welfare benefit plan of the Corporation, including, without limitation, all medical, prescription, dental, disability, salary continuance, group life, accidental death and travel accident insurance plans and programs of the Corporation and its affiliated companies, in each case comparable to those in effect at any time during the 90-day period immediately preceding the Effective Date which would be most favorable to the Executive or, if more favorable to the Executive, as in effect at any time thereafter with respect to other key executives. (e) EXPENSES. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable to the Executive of the policies and procedures of the -7-

Corporation in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter with respect to other key executives. (f) FRINGE BENEFITS. During the Employment Period, the Executive shall be entitled to fringe benefits, including a car allowance, in accordance with the most favorable to the Executive of the policies of the Corporation in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter with respect to other key executives. (g) OFFICE AND SUPPORT STAFF. During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to secretarial and other assistance, at least equal to those provided to the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided at any time thereafter with respect to other key

(c) INCENTIVE, SAVINGS AND RETIREMENT PLANS. In addition to the Base Salary and Annual Bonus payable as hereinabove provided, the Executive shall be entitled to participate, during the Employment Period, in all incentive, savings and retirement plans and programs applicable to other key executives (including the Corporation's restricted stock and stock option plans), but in no event shall such plans and programs, in the aggregate, provide the Executive with compensation, benefits and reward opportunities less favorable than the most favorable of those provided by the Corporation and its affiliated companies for the Executive under such plans and programs as in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided at any time thereafter with respect to other key executives. (d) WELFARE BENEFIT PLANS. During the Employment Period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under each welfare benefit plan of the Corporation, including, without limitation, all medical, prescription, dental, disability, salary continuance, group life, accidental death and travel accident insurance plans and programs of the Corporation and its affiliated companies, in each case comparable to those in effect at any time during the 90-day period immediately preceding the Effective Date which would be most favorable to the Executive or, if more favorable to the Executive, as in effect at any time thereafter with respect to other key executives. (e) EXPENSES. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable to the Executive of the policies and procedures of the -7-

Corporation in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter with respect to other key executives. (f) FRINGE BENEFITS. During the Employment Period, the Executive shall be entitled to fringe benefits, including a car allowance, in accordance with the most favorable to the Executive of the policies of the Corporation in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter with respect to other key executives. (g) OFFICE AND SUPPORT STAFF. During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to secretarial and other assistance, at least equal to those provided to the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided at any time thereafter with respect to other key executives. (h) VACATION. During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable to the Executive of the policies of the Corporation in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter with respect to other key executives. -8-

(i) RESTRICTED STOCK; STOCK OPTIONS. On the Effective Date, restricted stock held by the Executive shall become immediately vested and non-forfeitable, and all of the Executive's stock options shall become immediately exercisable. 6. TERMINATION OF EMPLOYMENT. (a) DISABILITY. During the Employment Period, the Corporation may terminate the Executive's employment, after having established the Executive's Disability (pursuant to the definition of "Disability" set forth below), by giving to the Executive written notice of its intention so to terminate the Executive's employment. In such a case, the Executive's employment with the Corporation shall terminate effective on the 180th day after receipt of such notice (the "Disability Effective Date"), provided that, within 180 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" means disability which, after the expiration of 26 weeks or more after its commencement, is determined to be total and permanent by a physician selected by the Corporation or

Corporation in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter with respect to other key executives. (f) FRINGE BENEFITS. During the Employment Period, the Executive shall be entitled to fringe benefits, including a car allowance, in accordance with the most favorable to the Executive of the policies of the Corporation in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter with respect to other key executives. (g) OFFICE AND SUPPORT STAFF. During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to secretarial and other assistance, at least equal to those provided to the Executive at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided at any time thereafter with respect to other key executives. (h) VACATION. During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable to the Executive of the policies of the Corporation in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter with respect to other key executives. -8-

(i) RESTRICTED STOCK; STOCK OPTIONS. On the Effective Date, restricted stock held by the Executive shall become immediately vested and non-forfeitable, and all of the Executive's stock options shall become immediately exercisable. 6. TERMINATION OF EMPLOYMENT. (a) DISABILITY. During the Employment Period, the Corporation may terminate the Executive's employment, after having established the Executive's Disability (pursuant to the definition of "Disability" set forth below), by giving to the Executive written notice of its intention so to terminate the Executive's employment. In such a case, the Executive's employment with the Corporation shall terminate effective on the 180th day after receipt of such notice (the "Disability Effective Date"), provided that, within 180 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" means disability which, after the expiration of 26 weeks or more after its commencement, is determined to be total and permanent by a physician selected by the Corporation or its insurers and acceptable to the Executive or the Executive's legal representative (such agreement to acceptability not to be withheld unreasonably). (b) CAUSE. During the Employment Period, the Corporation may terminate the Executive's employment for "Cause." For purposes of this Agreement, "Cause" means (i) an act or acts of dishonesty taken by the Executive and intended to result in substantial personal enrichment of the Executive, (ii) repeated violations by the Executive of the Executive's obligations under Section 4(b) of this Agreement which are demonstrably willful and deliberate on the Executive's part or (iii) the conviction of the Executive of a felony. -9-

(c) GOOD REASON. During the Employment Period, the Executive's employment may be terminated by the Executive for Good Reason. For purposes of this Agreement, "Good Reason" means (i) (A) the assignment to the Executive of any duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting relationships), authority, duties or responsibilities as contemplated by Section 4 of this Agreement or (B) any other action by the Corporation which results in a diminution in such position, authority, duties or responsibilities, other than an insubstantial and inadvertent action which is remedied by the Corporation promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Corporation to comply with any of the provisions of Section 5 of this Agreement, other than an insubstantial and inadvertent failure which is remedied by the Corporation promptly after receipt of notice thereof given by the Executive;

(i) RESTRICTED STOCK; STOCK OPTIONS. On the Effective Date, restricted stock held by the Executive shall become immediately vested and non-forfeitable, and all of the Executive's stock options shall become immediately exercisable. 6. TERMINATION OF EMPLOYMENT. (a) DISABILITY. During the Employment Period, the Corporation may terminate the Executive's employment, after having established the Executive's Disability (pursuant to the definition of "Disability" set forth below), by giving to the Executive written notice of its intention so to terminate the Executive's employment. In such a case, the Executive's employment with the Corporation shall terminate effective on the 180th day after receipt of such notice (the "Disability Effective Date"), provided that, within 180 days after such receipt, the Executive shall not have returned to full-time performance of the Executive's duties. For purposes of this Agreement, "Disability" means disability which, after the expiration of 26 weeks or more after its commencement, is determined to be total and permanent by a physician selected by the Corporation or its insurers and acceptable to the Executive or the Executive's legal representative (such agreement to acceptability not to be withheld unreasonably). (b) CAUSE. During the Employment Period, the Corporation may terminate the Executive's employment for "Cause." For purposes of this Agreement, "Cause" means (i) an act or acts of dishonesty taken by the Executive and intended to result in substantial personal enrichment of the Executive, (ii) repeated violations by the Executive of the Executive's obligations under Section 4(b) of this Agreement which are demonstrably willful and deliberate on the Executive's part or (iii) the conviction of the Executive of a felony. -9-

(c) GOOD REASON. During the Employment Period, the Executive's employment may be terminated by the Executive for Good Reason. For purposes of this Agreement, "Good Reason" means (i) (A) the assignment to the Executive of any duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting relationships), authority, duties or responsibilities as contemplated by Section 4 of this Agreement or (B) any other action by the Corporation which results in a diminution in such position, authority, duties or responsibilities, other than an insubstantial and inadvertent action which is remedied by the Corporation promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Corporation to comply with any of the provisions of Section 5 of this Agreement, other than an insubstantial and inadvertent failure which is remedied by the Corporation promptly after receipt of notice thereof given by the Executive; (iii) the Corporation's requiring the Executive to be based at any office or location other than as described in Section 4(a)(ii) hereof, except for travel reasonably required in the performance of the Executive's responsibilities; -10-

(iv) any purported termination by the Corporation of the Executive's employment otherwise than as permitted by this Agreement, it being understood that any such purported termination shall not be effective for any purpose of this Agreement; or (v) any failure by the Corporation to comply with and satisfy Section 13(c) of this Agreement. For purposes of this Section 6(c), any good faith determination of "Good Reason" made by the Executive shall be conclusive. (d) NOTICE OF TERMINATION. Any termination by the Corporation for Cause under Section 6(b) or by the Executive for Good Reason under Section 6(c) shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 14(b) of this Agreement. For purposes of this Agreement, a "Notice of Termination" means a written notice which (i) indicates the specific termination provision in this

(c) GOOD REASON. During the Employment Period, the Executive's employment may be terminated by the Executive for Good Reason. For purposes of this Agreement, "Good Reason" means (i) (A) the assignment to the Executive of any duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting relationships), authority, duties or responsibilities as contemplated by Section 4 of this Agreement or (B) any other action by the Corporation which results in a diminution in such position, authority, duties or responsibilities, other than an insubstantial and inadvertent action which is remedied by the Corporation promptly after receipt of notice thereof given by the Executive; (ii) any failure by the Corporation to comply with any of the provisions of Section 5 of this Agreement, other than an insubstantial and inadvertent failure which is remedied by the Corporation promptly after receipt of notice thereof given by the Executive; (iii) the Corporation's requiring the Executive to be based at any office or location other than as described in Section 4(a)(ii) hereof, except for travel reasonably required in the performance of the Executive's responsibilities; -10-

(iv) any purported termination by the Corporation of the Executive's employment otherwise than as permitted by this Agreement, it being understood that any such purported termination shall not be effective for any purpose of this Agreement; or (v) any failure by the Corporation to comply with and satisfy Section 13(c) of this Agreement. For purposes of this Section 6(c), any good faith determination of "Good Reason" made by the Executive shall be conclusive. (d) NOTICE OF TERMINATION. Any termination by the Corporation for Cause under Section 6(b) or by the Executive for Good Reason under Section 6(c) shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 14(b) of this Agreement. For purposes of this Agreement, a "Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated and (iii) if the termination date is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 15 days after the giving of such notice). (e) DATE OF TERMINATION. "Date of Termination" means the date of receipt of the Notice of Termination or any later date specified therein, as the case may be. If the Executive's employment is terminated by the Corporation during the Employment Period other than for -11-

Cause or Disability, the Date of Termination shall be the date on which the Executive receives written notice of such termination. 7. OBLIGATIONS OF THE CORPORATION UPON TERMINATION OF EMPLOYMENT. (a) DEATH. If, during the Employment Period, the Executive's employment is terminated by reason of the Executive's death, the Corporation shall not have any further obligations to the Executive's legal representatives under this Agreement, other than those obligations accrued hereunder at the date of the Executive's death, and except as provided in this Section 7(a). The Executive's family shall be entitled to receive benefits at least equal to the most favorable benefits provided by the Corporation to surviving families of executives of the Corporation under such plans, programs, and policies relating to family death benefits, if any, as in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect on the date of the Executive's death with respect to other key executives and their families.

(iv) any purported termination by the Corporation of the Executive's employment otherwise than as permitted by this Agreement, it being understood that any such purported termination shall not be effective for any purpose of this Agreement; or (v) any failure by the Corporation to comply with and satisfy Section 13(c) of this Agreement. For purposes of this Section 6(c), any good faith determination of "Good Reason" made by the Executive shall be conclusive. (d) NOTICE OF TERMINATION. Any termination by the Corporation for Cause under Section 6(b) or by the Executive for Good Reason under Section 6(c) shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 14(b) of this Agreement. For purposes of this Agreement, a "Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated and (iii) if the termination date is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 15 days after the giving of such notice). (e) DATE OF TERMINATION. "Date of Termination" means the date of receipt of the Notice of Termination or any later date specified therein, as the case may be. If the Executive's employment is terminated by the Corporation during the Employment Period other than for -11-

Cause or Disability, the Date of Termination shall be the date on which the Executive receives written notice of such termination. 7. OBLIGATIONS OF THE CORPORATION UPON TERMINATION OF EMPLOYMENT. (a) DEATH. If, during the Employment Period, the Executive's employment is terminated by reason of the Executive's death, the Corporation shall not have any further obligations to the Executive's legal representatives under this Agreement, other than those obligations accrued hereunder at the date of the Executive's death, and except as provided in this Section 7(a). The Executive's family shall be entitled to receive benefits at least equal to the most favorable benefits provided by the Corporation to surviving families of executives of the Corporation under such plans, programs, and policies relating to family death benefits, if any, as in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect on the date of the Executive's death with respect to other key executives and their families. (b) DISABILITY. If, during the Employment Period, the Executive's employment is terminated by reason of the Executive's Disability (as defined in Section 6(a)), the Executive shall be entitled after the Disability Effective Date to receive disability and other benefits at least equal to the most favorable of those provided by the Corporation to disabled employees and/or their families in accordance with such plans, programs and policies relating to disability, if any, as in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect at any time thereafter with respect to other key executives and their families. -12-

(c) CAUSE. If, during the Employment Period, the Executive's employment shall be terminated for Cause (as defined in Section 6(b)), the Corporation shall pay the Executive his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and shall have no further obligations to the Executive under this Agreement. (d) GOOD REASON; OTHER THAN FOR CAUSE OR BY REASON OF DEATH OR DISABILITY. If, during the Employment Period, the Executive's employment is terminated other than for Cause or by reason of

Cause or Disability, the Date of Termination shall be the date on which the Executive receives written notice of such termination. 7. OBLIGATIONS OF THE CORPORATION UPON TERMINATION OF EMPLOYMENT. (a) DEATH. If, during the Employment Period, the Executive's employment is terminated by reason of the Executive's death, the Corporation shall not have any further obligations to the Executive's legal representatives under this Agreement, other than those obligations accrued hereunder at the date of the Executive's death, and except as provided in this Section 7(a). The Executive's family shall be entitled to receive benefits at least equal to the most favorable benefits provided by the Corporation to surviving families of executives of the Corporation under such plans, programs, and policies relating to family death benefits, if any, as in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect on the date of the Executive's death with respect to other key executives and their families. (b) DISABILITY. If, during the Employment Period, the Executive's employment is terminated by reason of the Executive's Disability (as defined in Section 6(a)), the Executive shall be entitled after the Disability Effective Date to receive disability and other benefits at least equal to the most favorable of those provided by the Corporation to disabled employees and/or their families in accordance with such plans, programs and policies relating to disability, if any, as in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive's family, as in effect at any time thereafter with respect to other key executives and their families. -12-

(c) CAUSE. If, during the Employment Period, the Executive's employment shall be terminated for Cause (as defined in Section 6(b)), the Corporation shall pay the Executive his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and shall have no further obligations to the Executive under this Agreement. (d) GOOD REASON; OTHER THAN FOR CAUSE OR BY REASON OF DEATH OR DISABILITY. If, during the Employment Period, the Executive's employment is terminated other than for Cause or by reason of Death or Disability, or the employment of the Executive shall be terminated by the Executive for Good Reason: (i) the Corporation shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (A) to the extent not theretofore paid, the Executive's Base Salary through the Date of Termination at the rate in effect on the Date of Termination or, if higher, at the highest rate in effect at any time within the 90-day period preceding the Effective Date; and (B) the product of (x) the Annual Bonus paid to the Executive for the last Fiscal Year ending prior to the Date of Termination and (y) a fraction the numerator of which is the number of days in the period extending from the -13-

beginning of the Fiscal Year in which the Date of Termination occurs up to the Date of Termination and the denominator of which is 365; and (C) except as otherwise provided under the Corporation's Supplemental Executive Investment Plan, any undistributed amounts relating to compensation previously deferred by the Executive; and (D) the product of (x) the Executive's Base Salary at the monthly rate in effect on the Date of Termination or, if higher, at the highest rate in effect at any time within the 90-day period preceding the Effective Date and (y) the number of months in the period extending from the Termination Date to the end of the Employment Period (hereinafter the "Remainder of the Employment Period"); and

(c) CAUSE. If, during the Employment Period, the Executive's employment shall be terminated for Cause (as defined in Section 6(b)), the Corporation shall pay the Executive his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and shall have no further obligations to the Executive under this Agreement. (d) GOOD REASON; OTHER THAN FOR CAUSE OR BY REASON OF DEATH OR DISABILITY. If, during the Employment Period, the Executive's employment is terminated other than for Cause or by reason of Death or Disability, or the employment of the Executive shall be terminated by the Executive for Good Reason: (i) the Corporation shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: (A) to the extent not theretofore paid, the Executive's Base Salary through the Date of Termination at the rate in effect on the Date of Termination or, if higher, at the highest rate in effect at any time within the 90-day period preceding the Effective Date; and (B) the product of (x) the Annual Bonus paid to the Executive for the last Fiscal Year ending prior to the Date of Termination and (y) a fraction the numerator of which is the number of days in the period extending from the -13-

beginning of the Fiscal Year in which the Date of Termination occurs up to the Date of Termination and the denominator of which is 365; and (C) except as otherwise provided under the Corporation's Supplemental Executive Investment Plan, any undistributed amounts relating to compensation previously deferred by the Executive; and (D) the product of (x) the Executive's Base Salary at the monthly rate in effect on the Date of Termination or, if higher, at the highest rate in effect at any time within the 90-day period preceding the Effective Date and (y) the number of months in the period extending from the Termination Date to the end of the Employment Period (hereinafter the "Remainder of the Employment Period"); and (E) the product of (x) one-twelfth of the greater of (1) the greatest annual bonus paid to the Executive for any of the last five Fiscal Years ending prior to the Date of Termination or (2) the highest midpoint of the Executive's bonus range for any of such Fiscal Years and (y) the number of months in the Remainder of the Employment Period; (ii) the Corporation shall continue benefits for the Remainder of the Employment Period to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs and -14-

policies described in Sections 5(d) and 5(f) of this Agreement if the Executive's employment had not been terminated, including health insurance, life insurance and any other Executive perk, if and as in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter with respect to other key executives and their families; provided, however, that any amounts paid or benefits provided under this Section shall not duplicate any similar benefits earned by the Executive as of result of employment by another employer; (iii) the Executive shall be entitled to receive retirement benefits under the change-of-control provisions of the Corporation's Executive Retirement Plan; and (iv) the Corporation shall provide for standard outplacement services by any one qualified outplacement agency selected by the Executive and reasonably satisfactory to the Corporation.

beginning of the Fiscal Year in which the Date of Termination occurs up to the Date of Termination and the denominator of which is 365; and (C) except as otherwise provided under the Corporation's Supplemental Executive Investment Plan, any undistributed amounts relating to compensation previously deferred by the Executive; and (D) the product of (x) the Executive's Base Salary at the monthly rate in effect on the Date of Termination or, if higher, at the highest rate in effect at any time within the 90-day period preceding the Effective Date and (y) the number of months in the period extending from the Termination Date to the end of the Employment Period (hereinafter the "Remainder of the Employment Period"); and (E) the product of (x) one-twelfth of the greater of (1) the greatest annual bonus paid to the Executive for any of the last five Fiscal Years ending prior to the Date of Termination or (2) the highest midpoint of the Executive's bonus range for any of such Fiscal Years and (y) the number of months in the Remainder of the Employment Period; (ii) the Corporation shall continue benefits for the Remainder of the Employment Period to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs and -14-

policies described in Sections 5(d) and 5(f) of this Agreement if the Executive's employment had not been terminated, including health insurance, life insurance and any other Executive perk, if and as in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter with respect to other key executives and their families; provided, however, that any amounts paid or benefits provided under this Section shall not duplicate any similar benefits earned by the Executive as of result of employment by another employer; (iii) the Executive shall be entitled to receive retirement benefits under the change-of-control provisions of the Corporation's Executive Retirement Plan; and (iv) the Corporation shall provide for standard outplacement services by any one qualified outplacement agency selected by the Executive and reasonably satisfactory to the Corporation. Anything in this Agreement to the contrary notwithstanding, immediately prior to the Effective Date, the Corporation may transfer funds to the Thomas & Betts Agreement & Plans Trust in an amount which it shall in good faith estimate to be sufficient to make the payments that would be required under this Section 7(d) and under Section 11 if the Executive's employment were terminated under Section 7(d) immediately following the Effective Date. If the Corporation subsequently determines that the amount so transferred is inadequate, it may -15-

transfer additional funds to said Trust in order to provide sufficient funds to make such payments. In addition, at any time prior to the Effective Date, upon the request of the Executive, the Corporation may offer to extend the exercise period of any stock option previously granted to the Executive by the Corporation. If so requested, the Corporation may offer the Executive the opportunity to extend until the expiration date the exercise period of any or all of such stock options in the event that the Executive's employment is terminated during the Employment Period under the circumstances described in Section 7(d). If the Corporation makes such an offer, it shall not be effective unless accepted by the Executive. 8. NO DUTY TO MITIGATE. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced, except as otherwise specifically provided

policies described in Sections 5(d) and 5(f) of this Agreement if the Executive's employment had not been terminated, including health insurance, life insurance and any other Executive perk, if and as in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect at any time thereafter with respect to other key executives and their families; provided, however, that any amounts paid or benefits provided under this Section shall not duplicate any similar benefits earned by the Executive as of result of employment by another employer; (iii) the Executive shall be entitled to receive retirement benefits under the change-of-control provisions of the Corporation's Executive Retirement Plan; and (iv) the Corporation shall provide for standard outplacement services by any one qualified outplacement agency selected by the Executive and reasonably satisfactory to the Corporation. Anything in this Agreement to the contrary notwithstanding, immediately prior to the Effective Date, the Corporation may transfer funds to the Thomas & Betts Agreement & Plans Trust in an amount which it shall in good faith estimate to be sufficient to make the payments that would be required under this Section 7(d) and under Section 11 if the Executive's employment were terminated under Section 7(d) immediately following the Effective Date. If the Corporation subsequently determines that the amount so transferred is inadequate, it may -15-

transfer additional funds to said Trust in order to provide sufficient funds to make such payments. In addition, at any time prior to the Effective Date, upon the request of the Executive, the Corporation may offer to extend the exercise period of any stock option previously granted to the Executive by the Corporation. If so requested, the Corporation may offer the Executive the opportunity to extend until the expiration date the exercise period of any or all of such stock options in the event that the Executive's employment is terminated during the Employment Period under the circumstances described in Section 7(d). If the Corporation makes such an offer, it shall not be effective unless accepted by the Executive. 8. NO DUTY TO MITIGATE. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced, except as otherwise specifically provided herein, by any compensation earned by the Executive as a result of employment by another employer. 9. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Corporation or any of its affiliated companies and for which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any stock option or other agreements with the Corporation or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise -16-

entitled to receive under any plan or program of the Corporation or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan or program. Anything herein to the contrary notwithstanding, if the Executive becomes entitled to payments pursuant to Section 7(d) hereof, such Executive agrees to waive payments under any severance plan or program of the Corporation. 10. FULL SETTLEMENT. The Corporation's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Corporation may have against the Executive or others. The Corporation agrees to pay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof)

transfer additional funds to said Trust in order to provide sufficient funds to make such payments. In addition, at any time prior to the Effective Date, upon the request of the Executive, the Corporation may offer to extend the exercise period of any stock option previously granted to the Executive by the Corporation. If so requested, the Corporation may offer the Executive the opportunity to extend until the expiration date the exercise period of any or all of such stock options in the event that the Executive's employment is terminated during the Employment Period under the circumstances described in Section 7(d). If the Corporation makes such an offer, it shall not be effective unless accepted by the Executive. 8. NO DUTY TO MITIGATE. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced, except as otherwise specifically provided herein, by any compensation earned by the Executive as a result of employment by another employer. 9. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent or limit the Executive's continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Corporation or any of its affiliated companies and for which the Executive may qualify, nor shall anything herein limit or otherwise affect such rights as the Executive may have under any stock option or other agreements with the Corporation or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise -16-

entitled to receive under any plan or program of the Corporation or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan or program. Anything herein to the contrary notwithstanding, if the Executive becomes entitled to payments pursuant to Section 7(d) hereof, such Executive agrees to waive payments under any severance plan or program of the Corporation. 10. FULL SETTLEMENT. The Corporation's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Corporation may have against the Executive or others. The Corporation agrees to pay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Corporation or others of the validity or enforceability of, or liability under, any provision of this Agreement (including Section 11) or any guarantee of performance thereof, plus in each case interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Internal Revenue Code (the "Code"). 11. TAX PAYMENT. (a) WITHHOLDINGS AND DEDUCTIONS. Any payment made pursuant to Section 7(d) shall be paid, less standard withholdings and other deductions authorized by Executive or required by law. (b) GROSS-UP FOR CERTAIN TAXES. All determinations required to be made under this Section 11 shall be made by KPMG LLP, or other comparable national accounting firm selected -17-

in good faith by the Corporation (the "Accounting Firm") which shall provide detailed supporting calculations both to the Corporation and the Executive within 15 (fifteen) business days of the Date of Termination or such earlier time as is requested by the Corporation. If it is determined by the Accounting Firm that any benefit received or deemed received by the Executive from the Corporation pursuant to this Agreement or otherwise (collectively, the "Payments") is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, "Excise Taxes"), then the Corporation shall, immediately after such determination, pay the Executive an amount ("the Gross-up Payment") such that the net amount retained by the Executive, after the deduction of any Excise Taxes (including any applicable interest

entitled to receive under any plan or program of the Corporation or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan or program. Anything herein to the contrary notwithstanding, if the Executive becomes entitled to payments pursuant to Section 7(d) hereof, such Executive agrees to waive payments under any severance plan or program of the Corporation. 10. FULL SETTLEMENT. The Corporation's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Corporation may have against the Executive or others. The Corporation agrees to pay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Corporation or others of the validity or enforceability of, or liability under, any provision of this Agreement (including Section 11) or any guarantee of performance thereof, plus in each case interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Internal Revenue Code (the "Code"). 11. TAX PAYMENT. (a) WITHHOLDINGS AND DEDUCTIONS. Any payment made pursuant to Section 7(d) shall be paid, less standard withholdings and other deductions authorized by Executive or required by law. (b) GROSS-UP FOR CERTAIN TAXES. All determinations required to be made under this Section 11 shall be made by KPMG LLP, or other comparable national accounting firm selected -17-

in good faith by the Corporation (the "Accounting Firm") which shall provide detailed supporting calculations both to the Corporation and the Executive within 15 (fifteen) business days of the Date of Termination or such earlier time as is requested by the Corporation. If it is determined by the Accounting Firm that any benefit received or deemed received by the Executive from the Corporation pursuant to this Agreement or otherwise (collectively, the "Payments") is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, "Excise Taxes"), then the Corporation shall, immediately after such determination, pay the Executive an amount ("the Gross-up Payment") such that the net amount retained by the Executive, after the deduction of any Excise Taxes (including any applicable interest and penalties) on the Payments, and any federal, state, and local income tax, and any Excise Tax (including any applicable interest and penalties on all such taxes), upon such Gross-up Payment, shall be equal to the amount of the Payments in the absence of the imposition of such Excise Tax and the Gross-up Payment. For purposes of determining the amount of the Gross-up Payment, the Executive shall be deemed to pay income taxes at the highest marginal rates of the applicable federal, state and local income taxation in the calendar year in which the Gross-up Payment is to be made. (c) DETERMINATION BY THE EXECUTIVE. If at any time following determination of the Gross-up Payment by the Accounting Firm, the Executive disputes the amount of the Gross-up Payment, the Executive may elect to demand payment of the amount which the Executive, in accordance with an opinion of counsel to the Executive ("Executive Counsel Opinion"), -18-

determines to be the Gross-up Payment. Any such demand by the Executive shall be made by delivery to the Corporation of a written notice which specifies the Gross-up Payment determined by the Executive and an Executive Counsel Opinion regarding such Gross-up Payment (such written notice and opinion collectively, the "Executive's Determination"). Within 14 days after delivery of the Executive's Determination to the Corporation, the Corporation shall either (i) pay the Executive the Gross-up Payment set forth in the Executive's Determination (less the portion of such amount, if any, previously paid to the Executive by the Corporation) or (ii) deliver to the Executive a certificate specifying the Gross-up Payment determined by the Accounting Firm, together with an opinion of the Corporation's counsel ("Corporation Counsel Opinion"), and pay the Executive the Gross-up Payment specified in such certificate. If for any reason the Corporation fails to comply with clause (ii) of the

in good faith by the Corporation (the "Accounting Firm") which shall provide detailed supporting calculations both to the Corporation and the Executive within 15 (fifteen) business days of the Date of Termination or such earlier time as is requested by the Corporation. If it is determined by the Accounting Firm that any benefit received or deemed received by the Executive from the Corporation pursuant to this Agreement or otherwise (collectively, the "Payments") is or will become subject to any excise tax under Section 4999 of the Code or any similar tax payable under any United States federal, state, local or other law (such excise tax and all such similar taxes collectively, "Excise Taxes"), then the Corporation shall, immediately after such determination, pay the Executive an amount ("the Gross-up Payment") such that the net amount retained by the Executive, after the deduction of any Excise Taxes (including any applicable interest and penalties) on the Payments, and any federal, state, and local income tax, and any Excise Tax (including any applicable interest and penalties on all such taxes), upon such Gross-up Payment, shall be equal to the amount of the Payments in the absence of the imposition of such Excise Tax and the Gross-up Payment. For purposes of determining the amount of the Gross-up Payment, the Executive shall be deemed to pay income taxes at the highest marginal rates of the applicable federal, state and local income taxation in the calendar year in which the Gross-up Payment is to be made. (c) DETERMINATION BY THE EXECUTIVE. If at any time following determination of the Gross-up Payment by the Accounting Firm, the Executive disputes the amount of the Gross-up Payment, the Executive may elect to demand payment of the amount which the Executive, in accordance with an opinion of counsel to the Executive ("Executive Counsel Opinion"), -18-

determines to be the Gross-up Payment. Any such demand by the Executive shall be made by delivery to the Corporation of a written notice which specifies the Gross-up Payment determined by the Executive and an Executive Counsel Opinion regarding such Gross-up Payment (such written notice and opinion collectively, the "Executive's Determination"). Within 14 days after delivery of the Executive's Determination to the Corporation, the Corporation shall either (i) pay the Executive the Gross-up Payment set forth in the Executive's Determination (less the portion of such amount, if any, previously paid to the Executive by the Corporation) or (ii) deliver to the Executive a certificate specifying the Gross-up Payment determined by the Accounting Firm, together with an opinion of the Corporation's counsel ("Corporation Counsel Opinion"), and pay the Executive the Gross-up Payment specified in such certificate. If for any reason the Corporation fails to comply with clause (ii) of the preceding sentence, the Gross-up Payment specified in the Executive's Determination shall be controlling for all purposes. (d) OPINION OF COUNSEL. "Executive Counsel Opinion" means a legal opinion of a nationally recognized executive compensation counsel that there is a reasonable basis to support a conclusion that the Gross-up Payment determined by the Executive has been calculated in accordance with this Section and applicable law. "Corporation Counsel Opinion" means a legal opinion of a nationally recognized executive compensation counsel that (i) there is a reasonable basis to support a conclusion that the Gross-up Payment set forth by the Accounting Firm has been calculated in accordance with this Section and applicable law, and (ii) there is no reasonable basis for the calculation of the Gross-up Payment determined by the Executive. -19-

(e) ADDITIONAL GROSS-UP AMOUNTS. If, despite the initial conclusion of the Corporation and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to the subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final judgment of a court of competent jurisdiction or the Accounting Firm) that any of the Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by the Corporation or the Executive pursuant to this Section, as applicable, then the Corporation shall pay the Executive an additional Gross-up Payment in order to compensate the Executive for (i) such additional Excise Taxes, any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having

determines to be the Gross-up Payment. Any such demand by the Executive shall be made by delivery to the Corporation of a written notice which specifies the Gross-up Payment determined by the Executive and an Executive Counsel Opinion regarding such Gross-up Payment (such written notice and opinion collectively, the "Executive's Determination"). Within 14 days after delivery of the Executive's Determination to the Corporation, the Corporation shall either (i) pay the Executive the Gross-up Payment set forth in the Executive's Determination (less the portion of such amount, if any, previously paid to the Executive by the Corporation) or (ii) deliver to the Executive a certificate specifying the Gross-up Payment determined by the Accounting Firm, together with an opinion of the Corporation's counsel ("Corporation Counsel Opinion"), and pay the Executive the Gross-up Payment specified in such certificate. If for any reason the Corporation fails to comply with clause (ii) of the preceding sentence, the Gross-up Payment specified in the Executive's Determination shall be controlling for all purposes. (d) OPINION OF COUNSEL. "Executive Counsel Opinion" means a legal opinion of a nationally recognized executive compensation counsel that there is a reasonable basis to support a conclusion that the Gross-up Payment determined by the Executive has been calculated in accordance with this Section and applicable law. "Corporation Counsel Opinion" means a legal opinion of a nationally recognized executive compensation counsel that (i) there is a reasonable basis to support a conclusion that the Gross-up Payment set forth by the Accounting Firm has been calculated in accordance with this Section and applicable law, and (ii) there is no reasonable basis for the calculation of the Gross-up Payment determined by the Executive. -19-

(e) ADDITIONAL GROSS-UP AMOUNTS. If, despite the initial conclusion of the Corporation and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to the subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final judgment of a court of competent jurisdiction or the Accounting Firm) that any of the Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by the Corporation or the Executive pursuant to this Section, as applicable, then the Corporation shall pay the Executive an additional Gross-up Payment in order to compensate the Executive for (i) such additional Excise Taxes, any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Section 11(b, and (ii) any federal, state, and local income tax, and any Excise Tax upon such additional Gross-up Payments, calculated in the manner described in Section 11(b). (f) AMOUNT INCREASED OR CONTESTED. The Executive shall notify the Corporation in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by the Corporation of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect the Corporation's obligations under this Section only if and to the extent that -20-

such failure results in actual prejudice to the Corporation. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to the Corporation (or, if sooner, the date on which payment of such claim is due). If the Corporation notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Corporation any information that it reasonably requests relating to such claim, (ii) take such action in connection with contesting such claim as the Corporation reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Corporation,

(e) ADDITIONAL GROSS-UP AMOUNTS. If, despite the initial conclusion of the Corporation and/or the Executive that certain Payments are neither subject to Excise Taxes nor to be counted in determining whether other Payments are subject to Excise Taxes (any such item, a "Non-Parachute Item"), it is later determined (pursuant to the subsequently-enacted provisions of the Code, final regulations or published rulings of the IRS, final judgment of a court of competent jurisdiction or the Accounting Firm) that any of the Non-Parachute Items are subject to Excise Taxes, or are to be counted in determining whether any Payments are subject to Excise Taxes, with the result that the amount of Excise Taxes payable by the Executive is greater than the amount determined by the Corporation or the Executive pursuant to this Section, as applicable, then the Corporation shall pay the Executive an additional Gross-up Payment in order to compensate the Executive for (i) such additional Excise Taxes, any interest, fines, penalties, expenses or other costs incurred by the Executive as a result of having taken a position in accordance with a determination made pursuant to Section 11(b, and (ii) any federal, state, and local income tax, and any Excise Tax upon such additional Gross-up Payments, calculated in the manner described in Section 11(b). (f) AMOUNT INCREASED OR CONTESTED. The Executive shall notify the Corporation in writing of any claim by the IRS or other taxing authority that, if successful, would require the payment by the Corporation of a Gross-up Payment. Such notice shall include the nature of such claim and the date on which such claim is due to be paid. The Executive shall give such notice as soon as practicable, but no later than 10 business days, after the Executive first obtains actual knowledge of such claim; provided, however, that any failure to give or delay in giving such notice shall affect the Corporation's obligations under this Section only if and to the extent that -20-

such failure results in actual prejudice to the Corporation. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to the Corporation (or, if sooner, the date on which payment of such claim is due). If the Corporation notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Corporation any information that it reasonably requests relating to such claim, (ii) take such action in connection with contesting such claim as the Corporation reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Corporation, (iii) cooperate with the Corporation in good faith to contest such claim, and (iv) permit the Corporation to participate in any proceedings relating to such claim; provided, however, that the Corporation shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, the Corporation shall control all -21-

proceedings 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 the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner. The 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 Corporation shall determine; provided, however, that if the Corporation directs the Executive to pay such claim and sue for a refund, the Corporation shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested

such failure results in actual prejudice to the Corporation. The Executive shall not pay such claim less than 30 days after the Executive gives such notice to the Corporation (or, if sooner, the date on which payment of such claim is due). If the Corporation notifies the Executive in writing before the expiration of such period that it desires to contest such claim, the Executive shall: (i) give the Corporation any information that it reasonably requests relating to such claim, (ii) take such action in connection with contesting such claim as the Corporation reasonably requests in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Corporation, (iii) cooperate with the Corporation in good faith to contest such claim, and (iv) permit the Corporation to participate in any proceedings relating to such claim; provided, however, that the Corporation shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including related interest and penalties, imposed as a result of such representation and payment of costs and expenses. Without limiting the foregoing, the Corporation shall control all -21-

proceedings 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 the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner. The 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 Corporation shall determine; provided, however, that if the Corporation directs the Executive to pay such claim and sue for a refund, the Corporation shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Corporation's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority. (g) REFUNDS. If, after the receipt by the Executive of an amount advanced by the Corporation pursuant to Section 11(f), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Corporation's complying with the requirements of Section 11(f)) promptly pay the Corporation the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Corporation pursuant to Section 11(f), a -22-

determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Corporation does not notify the Executive in writing of its intent to contest such determination before the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-up Payment required to be paid. Any contest of a denial of refund shall be controlled by Section 11(f). 12. CONFIDENTIAL INFORMATION. The Executive shall hold in a fiduciary capacity for the benefit of the Corporation all secret or confidential information, knowledge or data relating to the Corporation or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the

proceedings 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 the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner. The 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 Corporation shall determine; provided, however, that if the Corporation directs the Executive to pay such claim and sue for a refund, the Corporation shall advance the amount of such payment to the Executive, on an interest-free basis and shall indemnify the Executive, on an after-tax basis, for any Excise Tax or income tax, including related interest or penalties, imposed with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. The Corporation's control of the contest shall be limited to issues with respect to which a Gross-up Payment would be payable. The Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the IRS or other taxing authority. (g) REFUNDS. If, after the receipt by the Executive of an amount advanced by the Corporation pursuant to Section 11(f), the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Corporation's complying with the requirements of Section 11(f)) promptly pay the Corporation the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Corporation pursuant to Section 11(f), a -22-

determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Corporation does not notify the Executive in writing of its intent to contest such determination before the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-up Payment required to be paid. Any contest of a denial of refund shall be controlled by Section 11(f). 12. CONFIDENTIAL INFORMATION. The Executive shall hold in a fiduciary capacity for the benefit of the Corporation all secret or confidential information, knowledge or data relating to the Corporation or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Corporation or any of its affiliated companies and which shall not be public knowledge (other than by acts by the Executive or his representatives in violation of this Agreement). After termination of the Executive's employment with the Corporation, the Executive shall not, without the prior written consent of the Corporation, communicate or divulge any such information, knowledge or data to anyone other than the Corporation and those designated by it. In no event shall an asserted violation of the provisions of this Section 12 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. 13. SUCCESSORS. (a) This Agreement is personal to the Executive and without the prior written consent of the Corporation shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives. -23-

(b) This Agreement shall inure to the benefit of and be binding upon the Corporation and its successors. (c) The Corporation will require any Successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform it if no such succession had taken place. As used in this Agreement, "Corporation" shall mean the Corporation as hereinbefore defined and any Successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Corporation does not notify the Executive in writing of its intent to contest such determination before the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-up Payment required to be paid. Any contest of a denial of refund shall be controlled by Section 11(f). 12. CONFIDENTIAL INFORMATION. The Executive shall hold in a fiduciary capacity for the benefit of the Corporation all secret or confidential information, knowledge or data relating to the Corporation or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive's employment by the Corporation or any of its affiliated companies and which shall not be public knowledge (other than by acts by the Executive or his representatives in violation of this Agreement). After termination of the Executive's employment with the Corporation, the Executive shall not, without the prior written consent of the Corporation, communicate or divulge any such information, knowledge or data to anyone other than the Corporation and those designated by it. In no event shall an asserted violation of the provisions of this Section 12 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement. 13. SUCCESSORS. (a) This Agreement is personal to the Executive and without the prior written consent of the Corporation shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive's legal representatives. -23-

(b) This Agreement shall inure to the benefit of and be binding upon the Corporation and its successors. (c) The Corporation will require any Successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform it if no such succession had taken place. As used in this Agreement, "Corporation" shall mean the Corporation as hereinbefore defined and any Successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. 14. MISCELLANEOUS. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. (b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: -24-

IF TO THE EXECUTIVE: name/address IF TO THE CORPORATION: 8155 T&B Boulevard
Memphis, TN 38125 Attention: Vice President-General Counsel, or to the then-current address of the Corporation's principal executive offices,

(b) This Agreement shall inure to the benefit of and be binding upon the Corporation and its successors. (c) The Corporation will require any Successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Corporation to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform it if no such succession had taken place. As used in this Agreement, "Corporation" shall mean the Corporation as hereinbefore defined and any Successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise. 14. MISCELLANEOUS. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. (b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: -24-

IF TO THE EXECUTIVE: name/address IF TO THE CORPORATION: 8155 T&B Boulevard
Memphis, TN 38125 Attention: Vice President-General Counsel, or to the then-current address of the Corporation's principal executive offices,

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. (c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. (d) The Corporation may withhold from any amounts payable under this Agreement such federal, state, or local taxes as shall be required to be withheld pursuant to any applicable law or regulation. (e) This Agreement contains the entire understanding between the Corporation and the Executive with respect to the subject matter hereof and supersedes and nullifies any previous change-of-control employment agreement between the parties. -25-

(f) The Executive and the Corporation acknowledge that the employment of the Executive by the Corporation is "at will," and, prior to the Effective Date, may be terminated by either the Executive or the Corporation at any time. Upon a termination of the Executive's employment prior to the Effective Date, there shall be no further rights under this Agreement. IN WITNESS WHEREOF, the Executive has hereunto set his or her hand and, pursuant to the authorization from its Board of Directors, the Corporation has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.

IF TO THE EXECUTIVE: name/address IF TO THE CORPORATION: 8155 T&B Boulevard
Memphis, TN 38125 Attention: Vice President-General Counsel, or to the then-current address of the Corporation's principal executive offices,

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. (c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. (d) The Corporation may withhold from any amounts payable under this Agreement such federal, state, or local taxes as shall be required to be withheld pursuant to any applicable law or regulation. (e) This Agreement contains the entire understanding between the Corporation and the Executive with respect to the subject matter hereof and supersedes and nullifies any previous change-of-control employment agreement between the parties. -25-

(f) The Executive and the Corporation acknowledge that the employment of the Executive by the Corporation is "at will," and, prior to the Effective Date, may be terminated by either the Executive or the Corporation at any time. Upon a termination of the Executive's employment prior to the Effective Date, there shall be no further rights under this Agreement. IN WITNESS WHEREOF, the Executive has hereunto set his or her hand and, pursuant to the authorization from its Board of Directors, the Corporation has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.

THOMAS & BETTS CORPORATION By_____________________________ Connie C. Muscarella Vice President, Human Resources and Administration Attest:___________________________________ Jerry Kronenberg Secretary -26-

EXHIBIT 10.3 As of September 17, 2001 Wachovia Bank, N.A.

(f) The Executive and the Corporation acknowledge that the employment of the Executive by the Corporation is "at will," and, prior to the Effective Date, may be terminated by either the Executive or the Corporation at any time. Upon a termination of the Executive's employment prior to the Effective Date, there shall be no further rights under this Agreement. IN WITNESS WHEREOF, the Executive has hereunto set his or her hand and, pursuant to the authorization from its Board of Directors, the Corporation has caused these presents to be executed in its name on its behalf, all as of the day and year first above written.

THOMAS & BETTS CORPORATION By_____________________________ Connie C. Muscarella Vice President, Human Resources and Administration Attest:___________________________________ Jerry Kronenberg Secretary -26-

EXHIBIT 10.3 As of September 17, 2001 Wachovia Bank, N.A. 191 Peachtree Street, N.E. Atlanta, Georgia 30303 Re: Five-Year $300,000,000 Credit Agreement dated July 1, 1998, among Thomas & Betts Corporation (the "Borrower"), the Banks party thereto, and Wachovia Bank, N.A., (the "Agent") (as amended, the "Credit Agreement" and the extension of credit thereunder, the "Facility"); Borrower Security Agreement dated as of July 1, 2001 given by the Borrower to the Agent (the "Security Agreement"); Letter Agreement dated as of August 22, 2001 between the Borrower, Wachovia Bank, N.A. and Wachovia Securities, Inc. (the "Letter Agreement"). Ladies and Gentlemen: Pursuant to Section 2.10 of the Credit Agreement, the Borrower hereby notifies the Agent of the termination of the total amount of the Commitments, as defined in the Credit Agreement, effective on the earlier to occur of September 28, 2001 or the effective date of a securitization facility acceptable to the Agent. As of the date hereof, and from now until the effective date of this notice, there are and shall be no Loans, as defined in the Credit Agreement, outstanding under the Facility. The Borrower acknowledges that it continues to be obligated to Wachovia Bank, N.A. (individually, and together with Wachovia Securities, Inc., collectively, "Wachovia") for obligations with respect to letters of credit issued by Wachovia, for obligations relating to foreign exchange agreements, for treasury management services, and for obligations under the Letter Agreement, and all such obligations, together with all hereafter created or arising obligations of the Borrower to Wachovia of whatever nature (the "Continuing Obligations ) are and shall continue to be secured under the Security Agreement, subject to the provisions of Section 2 of the Security Agreement entitled "AGREEMENT TO RELEASE." The Borrower hereby grants to Wachovia, individually and not as Agent, a security interest in the Collateral, as defined in the Security Agreement, to secure the Continuing Obligations, subject to Section 2 of the Security Agreement. Notwithstanding the foregoing, Wachovia hereby agrees to release the Bank Accounts, as defined in the Security Agreement, on the same terms and conditions as set forth in Section 2 with respect to the Release, as defined therein.

EXHIBIT 10.3 As of September 17, 2001 Wachovia Bank, N.A. 191 Peachtree Street, N.E. Atlanta, Georgia 30303 Re: Five-Year $300,000,000 Credit Agreement dated July 1, 1998, among Thomas & Betts Corporation (the "Borrower"), the Banks party thereto, and Wachovia Bank, N.A., (the "Agent") (as amended, the "Credit Agreement" and the extension of credit thereunder, the "Facility"); Borrower Security Agreement dated as of July 1, 2001 given by the Borrower to the Agent (the "Security Agreement"); Letter Agreement dated as of August 22, 2001 between the Borrower, Wachovia Bank, N.A. and Wachovia Securities, Inc. (the "Letter Agreement"). Ladies and Gentlemen: Pursuant to Section 2.10 of the Credit Agreement, the Borrower hereby notifies the Agent of the termination of the total amount of the Commitments, as defined in the Credit Agreement, effective on the earlier to occur of September 28, 2001 or the effective date of a securitization facility acceptable to the Agent. As of the date hereof, and from now until the effective date of this notice, there are and shall be no Loans, as defined in the Credit Agreement, outstanding under the Facility. The Borrower acknowledges that it continues to be obligated to Wachovia Bank, N.A. (individually, and together with Wachovia Securities, Inc., collectively, "Wachovia") for obligations with respect to letters of credit issued by Wachovia, for obligations relating to foreign exchange agreements, for treasury management services, and for obligations under the Letter Agreement, and all such obligations, together with all hereafter created or arising obligations of the Borrower to Wachovia of whatever nature (the "Continuing Obligations ) are and shall continue to be secured under the Security Agreement, subject to the provisions of Section 2 of the Security Agreement entitled "AGREEMENT TO RELEASE." The Borrower hereby grants to Wachovia, individually and not as Agent, a security interest in the Collateral, as defined in the Security Agreement, to secure the Continuing Obligations, subject to Section 2 of the Security Agreement. Notwithstanding the foregoing, Wachovia hereby agrees to release the Bank Accounts, as defined in the Security Agreement, on the same terms and conditions as set forth in Section 2 with respect to the Release, as defined therein.

The Borrower and Wachovia have entered into the Letter Agreement with the intention of exercising commercially reasonable efforts to bring together a syndicate of banks willing to issue commitments to fund a facility as described in the Letter Agreement (the "New Facility"), which New Facility will include a letter of credit facility. The existing letters of credit issued by Wachovia will constitute a portion of such letter of credit facility. The letter of credit facility will be secured by the collateral which will secure the New Facility, and the existing Security Agreement shall be terminated. The Borrower agrees that its obligations under the Letter Agreement shall continue in accordance with the terms thereof and shall be, and are hereby, secured under the Security Agreement. In addition, in the event that the New Facility does not become effective on or prior to October 31, 2001, or if a senior secured credit facility is closed other than with Wachovia as a lender thereunder prior to October 31, 2001, the Borrower agrees to pledge in favor of Wachovia cash collateral equal to at least 100% of the outstanding Continuing Obligations with respect to letters of credit, which pledge shall be made pursuant to documents in form and substance reasonably satisfactory to Wachovia in its sole discretion. Sincerely, Thomas & Betts Corporation
By: /s/ Thomas C. Oviatt ---------------------Thomas C. Oviatt Treasurer

The Borrower and Wachovia have entered into the Letter Agreement with the intention of exercising commercially reasonable efforts to bring together a syndicate of banks willing to issue commitments to fund a facility as described in the Letter Agreement (the "New Facility"), which New Facility will include a letter of credit facility. The existing letters of credit issued by Wachovia will constitute a portion of such letter of credit facility. The letter of credit facility will be secured by the collateral which will secure the New Facility, and the existing Security Agreement shall be terminated. The Borrower agrees that its obligations under the Letter Agreement shall continue in accordance with the terms thereof and shall be, and are hereby, secured under the Security Agreement. In addition, in the event that the New Facility does not become effective on or prior to October 31, 2001, or if a senior secured credit facility is closed other than with Wachovia as a lender thereunder prior to October 31, 2001, the Borrower agrees to pledge in favor of Wachovia cash collateral equal to at least 100% of the outstanding Continuing Obligations with respect to letters of credit, which pledge shall be made pursuant to documents in form and substance reasonably satisfactory to Wachovia in its sole discretion. Sincerely, Thomas & Betts Corporation
By: /s/ Thomas C. Oviatt ---------------------Thomas C. Oviatt Treasurer

EXHIBIT 10.4 EXECUTION COPY RECEIVABLES PURCHASE AGREEMENT Dated as of September 21, 2001 Among TBSPV, INC., as Seller, THOMAS & BETTS CORPORATION, as initial Master Servicer, BLUE RIDGE ASSET FUNDING CORPORATION, as Purchaser and WACHOVIA BANK, N.A., as Administrative Agent

TABLE OF CONTENTS
Article I Purchase Arrangements.......................................................................... SECTION 1.1 PURCHASE FACILITY................................................................... SECTION 1.2 INCREMENTAL PURCHASES............................................................... SECTION 1.3 DECREASES........................................................................... SECTION 1.4 DEEMED COLLECTIONS; PURCHASE LIMIT..................................................

EXHIBIT 10.4 EXECUTION COPY RECEIVABLES PURCHASE AGREEMENT Dated as of September 21, 2001 Among TBSPV, INC., as Seller, THOMAS & BETTS CORPORATION, as initial Master Servicer, BLUE RIDGE ASSET FUNDING CORPORATION, as Purchaser and WACHOVIA BANK, N.A., as Administrative Agent

TABLE OF CONTENTS
Article I Purchase Arrangements.......................................................................... SECTION 1.1 PURCHASE FACILITY................................................................... SECTION 1.2 INCREMENTAL PURCHASES............................................................... SECTION 1.3 DECREASES........................................................................... SECTION 1.4 DEEMED COLLECTIONS; PURCHASE LIMIT.................................................. SECTION 1.5 PAYMENT REQUIREMENTS AND COMPUTATIONS............................................... Article II Payments and Collections...................................................................... SECTION 2.1 PAYMENTS OF RECOURSE OBLIGATIONS.................................................... SECTION 2.2 COLLECTIONS PRIOR TO THE FACILITY TERMINATION DATE.................................. SECTION 2.3 APPLICATION OF COLLECTIONS AFTER THE FACILITY TERMINATION DATE...................... SECTION 2.4 PAYMENT RECISSION................................................................... SECTION 2.5 CLEAN UP CALL....................................................................... Article III Commercial Paper Funding..................................................................... SECTION 3.1 CP COSTS............................................................................ SECTION 3.2 CALCULATION OF CP COSTS............................................................. SECTION 3.3 CP COSTS PAYMENTS................................................................... SECTION 3.4 DEFAULT RATE........................................................................ Article IV Liquidity Fundings............................................................................ SECTION 4.1 LIQUIDITY FUNDINGS.................................................................. SECTION 4.2 YIELD PAYMENTS...................................................................... SECTION 4.3 SELECTION AND CONTINUATION OF INTEREST PERIODS...................................... SECTION 4.4 LIQUIDITY FUNDING YIELD RATES....................................................... SECTION 4.5 SUSPENSION OF THE LIBO RATE......................................................... SECTION 4.6 DEFAULT RATE........................................................................ Article V Representations and Warranties................................................................. SECTION 5.1 REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES................................ Article VI Conditions of Purchases....................................................................... SECTION 6.1 CONDITIONS PRECEDENT TO INITIAL INCREMENTAL PURCHASE................................ SECTION 6.2 CONDITIONS PRECEDENT TO ALL PURCHASES AND REINVESTMENTS............................. Article VII Covenants.................................................................................... SECTION 7.1 AFFIRMATIVE COVENANTS OF THE SELLER PARTIES......................................... SECTION 7.2 NEGATIVE COVENANTS OF THE SELLER PARTIES............................................ Article VIII Administration and Collection............................................................... SECTION 8.1 DESIGNATION OF MASTER SERVICER...................................................... SECTION 8.2 DUTIES OF MASTER SERVICER........................................................... SECTION 8.3 COLLECTION NOTICES.................................................................. SECTION 8.4 RESPONSIBILITIES OF THE SELLER...................................................... SECTION 8.5 MONTHLY REPORTS.....................................................................

TABLE OF CONTENTS
Article I Purchase Arrangements.......................................................................... SECTION 1.1 PURCHASE FACILITY................................................................... SECTION 1.2 INCREMENTAL PURCHASES............................................................... SECTION 1.3 DECREASES........................................................................... SECTION 1.4 DEEMED COLLECTIONS; PURCHASE LIMIT.................................................. SECTION 1.5 PAYMENT REQUIREMENTS AND COMPUTATIONS............................................... Article II Payments and Collections...................................................................... SECTION 2.1 PAYMENTS OF RECOURSE OBLIGATIONS.................................................... SECTION 2.2 COLLECTIONS PRIOR TO THE FACILITY TERMINATION DATE.................................. SECTION 2.3 APPLICATION OF COLLECTIONS AFTER THE FACILITY TERMINATION DATE...................... SECTION 2.4 PAYMENT RECISSION................................................................... SECTION 2.5 CLEAN UP CALL....................................................................... Article III Commercial Paper Funding..................................................................... SECTION 3.1 CP COSTS............................................................................ SECTION 3.2 CALCULATION OF CP COSTS............................................................. SECTION 3.3 CP COSTS PAYMENTS................................................................... SECTION 3.4 DEFAULT RATE........................................................................ Article IV Liquidity Fundings............................................................................ SECTION 4.1 LIQUIDITY FUNDINGS.................................................................. SECTION 4.2 YIELD PAYMENTS...................................................................... SECTION 4.3 SELECTION AND CONTINUATION OF INTEREST PERIODS...................................... SECTION 4.4 LIQUIDITY FUNDING YIELD RATES....................................................... SECTION 4.5 SUSPENSION OF THE LIBO RATE......................................................... SECTION 4.6 DEFAULT RATE........................................................................ Article V Representations and Warranties................................................................. SECTION 5.1 REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES................................ Article VI Conditions of Purchases....................................................................... SECTION 6.1 CONDITIONS PRECEDENT TO INITIAL INCREMENTAL PURCHASE................................ SECTION 6.2 CONDITIONS PRECEDENT TO ALL PURCHASES AND REINVESTMENTS............................. Article VII Covenants.................................................................................... SECTION 7.1 AFFIRMATIVE COVENANTS OF THE SELLER PARTIES......................................... SECTION 7.2 NEGATIVE COVENANTS OF THE SELLER PARTIES............................................ Article VIII Administration and Collection............................................................... SECTION 8.1 DESIGNATION OF MASTER SERVICER...................................................... SECTION 8.2 DUTIES OF MASTER SERVICER........................................................... SECTION 8.3 COLLECTION NOTICES.................................................................. SECTION 8.4 RESPONSIBILITIES OF THE SELLER...................................................... SECTION 8.5 MONTHLY REPORTS..................................................................... SECTION 8.6 SERVICING FEE....................................................................... Article IX Liquidation Events............................................................................ SECTION 9.1 LIQUIDATION EVENTS.................................................................. SECTION 9.2 REMEDIES............................................................................ i

Article X Indemnification................................................................................ SECTION 10.1 INDEMNITIES BY THE SELLER PARTIES................................................ SECTION 10.2 INCREASED COST AND REDUCED RETURN................................................ SECTION 10.3 OTHER COSTS AND EXPENSES......................................................... SECTION 10.4 ALLOCATIONS...................................................................... Article XI the Administrative Agent...................................................................... SECTION 11.1 AUTHORIZATION AND ACTION......................................................... Article XII Assignments and Participations............................................................... SECTION 12.1 ASSIGNMENTS AND PARTICIPATIONS BY BLUE RIDGE..................................... SECTION 12.2 PROHIBITION ON ASSIGNMENTS BY THE SELLER PARTIES................................. Article XIII Miscellaneous............................................................................... SECTION 13.1 WAIVERS AND AMENDMENTS........................................................... SECTION 13.2 NOTICES.......................................................................... SECTION 13.3 PROTECTION OF ADMINISTRATIVE AGENT'S SECURITY INTEREST........................... SECTION 13.4 CONFIDENTIALITY.................................................................. SECTION 13.5 BANKRUPTCY PETITION.............................................................. SECTION 13.6 LIMITATION OF LIABILITY.......................................................... SECTION 13.7 CHOICE OF LAW.................................................................... SECTION 13.8 CONSENT TO JURISDICTION.......................................................... SECTION 13.9 WAIVER OF JURY TRIAL............................................................. SECTION 13.10 INTEGRATION; BINDING EFFECT; SURVIVAL OF TERMS................................... SECTION 13.11 COUNTERPARTS; SEVERABILITY; SECTION REFERENCES................................... SECTION 13.12 CHARACTERIZATION.................................................................

ii

Article X Indemnification................................................................................ SECTION 10.1 INDEMNITIES BY THE SELLER PARTIES................................................ SECTION 10.2 INCREASED COST AND REDUCED RETURN................................................ SECTION 10.3 OTHER COSTS AND EXPENSES......................................................... SECTION 10.4 ALLOCATIONS...................................................................... Article XI the Administrative Agent...................................................................... SECTION 11.1 AUTHORIZATION AND ACTION......................................................... Article XII Assignments and Participations............................................................... SECTION 12.1 ASSIGNMENTS AND PARTICIPATIONS BY BLUE RIDGE..................................... SECTION 12.2 PROHIBITION ON ASSIGNMENTS BY THE SELLER PARTIES................................. Article XIII Miscellaneous............................................................................... SECTION 13.1 WAIVERS AND AMENDMENTS........................................................... SECTION 13.2 NOTICES.......................................................................... SECTION 13.3 PROTECTION OF ADMINISTRATIVE AGENT'S SECURITY INTEREST........................... SECTION 13.4 CONFIDENTIALITY.................................................................. SECTION 13.5 BANKRUPTCY PETITION.............................................................. SECTION 13.6 LIMITATION OF LIABILITY.......................................................... SECTION 13.7 CHOICE OF LAW.................................................................... SECTION 13.8 CONSENT TO JURISDICTION.......................................................... SECTION 13.9 WAIVER OF JURY TRIAL............................................................. SECTION 13.10 INTEGRATION; BINDING EFFECT; SURVIVAL OF TERMS................................... SECTION 13.11 COUNTERPARTS; SEVERABILITY; SECTION REFERENCES................................... SECTION 13.12 CHARACTERIZATION.................................................................

ii
Exhibits -------Exhibit I Exhibit II Exhibit III

Definitions Form of Purchase Notice Places of Business of the Seller Parties; Locations of Records; Federal Employer Identification Number(s) Names of Collection Banks; Lock-Boxes and Collection Accounts Form of Compliance Certificate Form of Collection Account Agreement Summary of Credit Practices Form of Monthly Report Actions; Suits Fiscal Months ERISA Matters

Exhibit IV

Exhibit V Exhibit VI Exhibit VII Exhibit VIII Exhibit IX Exhibit X Exhibit XI

Schedules --------Schedule A

Documents to be Delivered to the Administrative Agent on or Prior to the Initial Purchase

iii

RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of September 21, 2001 is entered into by and among: (a) TBSPV, INC., a Delaware corporation (the "SELLER"), (b) THOMAS & BETTS CORPORATION, a Tennessee corporation ("T&B CORP."), as initial Master

Exhibits -------Exhibit I Exhibit II Exhibit III

Definitions Form of Purchase Notice Places of Business of the Seller Parties; Locations of Records; Federal Employer Identification Number(s) Names of Collection Banks; Lock-Boxes and Collection Accounts Form of Compliance Certificate Form of Collection Account Agreement Summary of Credit Practices Form of Monthly Report Actions; Suits Fiscal Months ERISA Matters

Exhibit IV

Exhibit V Exhibit VI Exhibit VII Exhibit VIII Exhibit IX Exhibit X Exhibit XI

Schedules --------Schedule A

Documents to be Delivered to the Administrative Agent on or Prior to the Initial Purchase

iii

RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of September 21, 2001 is entered into by and among: (a) TBSPV, INC., a Delaware corporation (the "SELLER"), (b) THOMAS & BETTS CORPORATION, a Tennessee corporation ("T&B CORP."), as initial Master Servicer (the Master Servicer together with the Seller, the "SELLER PARTIES" and each, a "SELLER PARTY"), (c) BLUE RIDGE ASSET FUNDING CORPORATION, a Delaware corporation ("BLUE RIDGE"), and (d) WACHOVIA BANK, N.A., as agent for Blue Ridge and its assigns under the Transaction Documents and under the Liquidity Agreement (together with its successors and assigns in such capacity, the "ADMINISTRATIVE AGENT"). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in EXHIBIT I. PRELIMINARY STATEMENTS The Seller desires to sell and assign Receivable Interests from time to time. Blue Ridge shall purchase Receivable Interests from the Seller from time to time either by issuing its Commercial Paper or by availing itself of a Liquidity Funding to the extent available. Wachovia Bank, N.A. has been requested and is willing to act as Administrative Agent on behalf of Blue Ridge and its assigns in accordance with the terms hereof.

RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement, dated as of September 21, 2001 is entered into by and among: (a) TBSPV, INC., a Delaware corporation (the "SELLER"), (b) THOMAS & BETTS CORPORATION, a Tennessee corporation ("T&B CORP."), as initial Master Servicer (the Master Servicer together with the Seller, the "SELLER PARTIES" and each, a "SELLER PARTY"), (c) BLUE RIDGE ASSET FUNDING CORPORATION, a Delaware corporation ("BLUE RIDGE"), and (d) WACHOVIA BANK, N.A., as agent for Blue Ridge and its assigns under the Transaction Documents and under the Liquidity Agreement (together with its successors and assigns in such capacity, the "ADMINISTRATIVE AGENT"). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in EXHIBIT I. PRELIMINARY STATEMENTS The Seller desires to sell and assign Receivable Interests from time to time. Blue Ridge shall purchase Receivable Interests from the Seller from time to time either by issuing its Commercial Paper or by availing itself of a Liquidity Funding to the extent available. Wachovia Bank, N.A. has been requested and is willing to act as Administrative Agent on behalf of Blue Ridge and its assigns in accordance with the terms hereof. ARTICLE I PURCHASE ARRANGEMENTS SECTION 1.1 PURCHASE FACILITY. (a) Upon the terms and subject to the conditions of this Agreement (including, without limitation, ARTICLE VI), from time to time prior to the Facility Termination Date, the Seller may request that Blue Ridge purchase from the Seller undivided ownership interests in the Receivables and the associated Related Security and Collections, and Blue Ridge shall make such Purchase; PROVIDED THAT no Purchase shall be made by Blue Ridge if, after giving effect thereto, either (i) the Aggregate Invested Amount would exceed the Purchase Limit, or (ii) the aggregate of the Receivable Interests would exceed 100%. It is the intent of Blue Ridge to fund the Purchases by the issuance of Commercial Paper. If for any reason Blue Ridge is unable, or

determines that it is undesirable, to issue Commercial Paper to fund or maintain its investment in the Receivable Interests, or is unable for any reason to repay such Commercial Paper upon the maturity thereof, Blue Ridge will avail itself of a Liquidity Funding to the extent available. If Blue Ridge funds or refinances its investment in a Receivable Interest through a Liquidity Fundings, in lieu of paying CP Costs on the Invested Amount pursuant to ARTICLE III hereof, the Seller will pay Yield thereon at the Alternate Base Rate or the LIBO Rate, selected in accordance with ARTICLE IV hereof. Nothing herein shall be deemed to constitute a commitment of Blue Ridge to issue Commercial Paper. (b) The Seller may, upon at least ten (10) Business Days' notice to the Administrative Agent, terminate in whole or reduce in part, the unused portion of the Purchase Limit; PROVIDED THAT each partial reduction of the Purchase Limit shall be in an amount equal to $10,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof).

determines that it is undesirable, to issue Commercial Paper to fund or maintain its investment in the Receivable Interests, or is unable for any reason to repay such Commercial Paper upon the maturity thereof, Blue Ridge will avail itself of a Liquidity Funding to the extent available. If Blue Ridge funds or refinances its investment in a Receivable Interest through a Liquidity Fundings, in lieu of paying CP Costs on the Invested Amount pursuant to ARTICLE III hereof, the Seller will pay Yield thereon at the Alternate Base Rate or the LIBO Rate, selected in accordance with ARTICLE IV hereof. Nothing herein shall be deemed to constitute a commitment of Blue Ridge to issue Commercial Paper. (b) The Seller may, upon at least ten (10) Business Days' notice to the Administrative Agent, terminate in whole or reduce in part, the unused portion of the Purchase Limit; PROVIDED THAT each partial reduction of the Purchase Limit shall be in an amount equal to $10,000,000 (or a larger integral multiple of $1,000,000 if in excess thereof). SECTION 1.2 INCREMENTAL PURCHASES. The Seller shall provide the Administrative Agent with at least two (2) Business Days' prior written notice in a form set forth as EXHIBIT II hereto of each Incremental Purchase (each, a "PURCHASE NOTICE"). Each Purchase Notice shall be subject to SECTION 6.2 hereof and, except as set forth below, shall be irrevocable and shall specify the requested Purchase Price (which shall not be less than $1,000,000 or a larger integral multiple of $100,000) and the Purchase Date (which, in the case of any Incremental Purchase after the initial Purchase hereunder, shall only be on a Settlement Date). Following receipt of a Purchase Notice, the Administrative Agent will determine whether Blue Ridge will fund the requested Incremental Purchase through the issuance of Commercial Paper or through a Liquidity Funding. If Blue Ridge determines to fund an Incremental Purchase through a Liquidity Funding, the Seller may cancel the Purchase Notice or, in the absence of such a cancellation, the Incremental Purchase will be funded through a Liquidity Funding. On each Purchase Date, upon satisfaction of the applicable conditions precedent set forth in ARTICLE VI, Blue Ridge shall deposit to the Facility Account, in immediately available funds, no later than 2:00 p.m. (New York time), an amount equal to the requested Purchase Price. SECTION 1.3 DECREASES. The Seller shall provide the Administrative Agent with prior written notice in conformity with the Required Notice Period (a "REDUCTION NOTICE") of any proposed reduction of Aggregate Invested Amount. Such Reduction Notice shall designate (a) the date (the "PROPOSED REDUCTION DATE") upon which any such reduction of Aggregate Invested Amount shall occur (which date shall give effect to the applicable Required Notice Period), and the amount of Aggregate Invested Amount to be reduced which shall be applied ratably to all Receivable Interests in accordance with the respective Invested Amounts thereof (the "AGGREGATE REDUCTION"). Only one (1) Reduction Notice shall be outstanding at any time. SECTION 1.4 DEEMED COLLECTIONS; PURCHASE LIMIT. (a) If, other than as a result of Contractual Dilution, on any day: 2

(i) the Outstanding Balance of any Receivable is reduced or cancelled as a result of any defective or rejected goods or services, or any other adjustment by any Originator or any Affiliate thereof, or as a result of any governmental or regulatory action, or (ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool

(i) the Outstanding Balance of any Receivable is reduced or cancelled as a result of any defective or rejected goods or services, or any other adjustment by any Originator or any Affiliate thereof, or as a result of any governmental or regulatory action, or (ii) the Outstanding Balance of any Receivable is reduced or canceled as a result of a setoff in respect of any claim by the Obligor thereof (whether such claim arises out of the same or a related or an unrelated transaction), or (iii) the Outstanding Balance of any Receivable is reduced on account of the obligation of any Originator or any Affiliate thereof to pay to the related Obligor any rebate or refund, or (iv) the Outstanding Balance of any Receivable is less than the amount included in calculating the Net Pool Balance for purposes of any Monthly Report (for any reason other than receipt of Collections or such Receivable becoming a Defaulted Receivable), or (v) any of the representations or warranties of the Seller were not true when made with respect to any Receivable, then, on such day, the Seller shall be deemed to have received a Collection of such Receivable (A) in the case of CLAUSES (i)-(iv) above, in the amount of such reduction or cancellation or the difference between the actual Outstanding Balance and the amount included in calculating such Net Pool Balance, as applicable; and (B) in the case of CLAUSE (v) above, in the amount of the Outstanding Balance of such Receivable and, not later than five (5) Business Days thereafter shall pay to the Administrative Agent's Account the amount of any such Collection deemed to have been received. (b) The Seller shall ensure that the Aggregate Invested Amount at no time exceeds the Purchase Limit. If at any time the Aggregate Invested Amount exceeds the Purchase Limit, the Seller shall pay to the Administrative Agent immediately an amount to be applied to reduce the Aggregate Invested Amount (as allocated by the Administrative Agent), such that after giving effect to such payment the Aggregate Invested Amount is less than or equal to the Purchase Limit. (c) The Seller shall also ensure that the Receivable Interests shall at no time exceed in the aggregate 100%. If the aggregate of the Receivable Interests exceeds 100%, the Seller shall pay to the Administrative Agent on or before the next succeeding Settlement Date (or, if such excess is discovered on a Settlement Date, on such Settlement Date) an amount to be applied to reduce the Aggregate Invested Amount (as allocated by the Administrative Agent), such that after giving effect to such payment the aggregate of the Receivable Interests equals or is less than 100% SECTION 1.5 PAYMENT REQUIREMENTS AND COMPUTATIONS. All amounts to be paid or deposited by the Seller Party pursuant to any provision of this Agreement shall be paid or deposited in accordance with the terms hereof no later than 12:00 3

noon (New York time) on the day when due in immediately available funds, and if not received before 12:00 noon (New York time) shall be deemed to be received on the next succeeding Business Day. If such amounts are payable to the Administrative Agent for the account of Blue Ridge, they shall be paid to the Administrative Agent's Account, for the account of Blue Ridge until otherwise notified by the Administrative Agent. Upon notice to the Seller, the Administrative Agent may debit the Facility Account for all amounts due and payable hereunder. All computations of CP Costs, Yield, PER ANNUM fees calculated as part of any CP Costs, PER ANNUM fees hereunder and PER ANNUM fees under the Fee Letter shall be made on the basis of a year of 360 days for the actual number of days elapsed. If any amount hereunder shall be payable on a day which is not a Business Day, such amount shall be payable on the next succeeding Business Day. ARTICLE II

noon (New York time) on the day when due in immediately available funds, and if not received before 12:00 noon (New York time) shall be deemed to be received on the next succeeding Business Day. If such amounts are payable to the Administrative Agent for the account of Blue Ridge, they shall be paid to the Administrative Agent's Account, for the account of Blue Ridge until otherwise notified by the Administrative Agent. Upon notice to the Seller, the Administrative Agent may debit the Facility Account for all amounts due and payable hereunder. All computations of CP Costs, Yield, PER ANNUM fees calculated as part of any CP Costs, PER ANNUM fees hereunder and PER ANNUM fees under the Fee Letter shall be made on the basis of a year of 360 days for the actual number of days elapsed. If any amount hereunder shall be payable on a day which is not a Business Day, such amount shall be payable on the next succeeding Business Day. ARTICLE II PAYMENTS AND COLLECTIONS SECTION 2.1 PAYMENTS OF RECOURSE OBLIGATIONS. The Seller hereby promises to pay the following (collectively, the "RECOURSE OBLIGATIONS"): (a) all amounts due and owing under SECTION 1.3 or SECTION 1.4 on the dates specified therein; (b) the fees set forth in the Fee Letter on the dates specified therein; (c) all accrued and unpaid Yield on the Receivable Interests accruing Yield at the Alternate Base Rate or the Default Rate on each Settlement Date applicable thereto; (d) all accrued and unpaid Yield on the Receivable Interests accruing Yield at the LIBO Rate on the last day of each Interest Period applicable thereto; (e) all accrued and unpaid CP Costs on the Receivable Interests funded with Commercial Paper on each Settlement Date; and (f) all Broken Funding Costs and Indemnified Amounts upon demand. SECTION 2.2 COLLECTIONS PRIOR TO THE FACILITY TERMINATION DATE. (a) Prior to the Facility Termination Date, any Deemed Collections received by the Master Servicer and Blue Ridge's Portion of any Collections received by the Master Servicer shall be set aside and held in trust by the Master Servicer for the payment of any accrued and unpaid Aggregate Unpaids or for a Reinvestment as provided in this SECTION 2.2. If at any time any Collections are received by the Master Servicer prior to the Facility Termination Date, the Seller hereby requests and Blue Ridge hereby agrees to make, simultaneously with such receipt, a reinvestment (each, a "REINVESTMENT") with Blue Ridge's Portion of the balance of each and every Collection received by the Master Servicer such that after giving effect to such Reinvestment, the Invested Amount of such Receivable Interest immediately after such receipt 4

and corresponding Reinvestment shall be equal to the amount of Invested Amount immediately prior to such receipt. (b) On each Settlement Date prior to the Facility Termination Date, the Master Servicer shall remit to the Administrative Agent's Account the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment and apply such amounts (if not previously paid in accordance with SECTION 2.1) to the Aggregate Unpaids in the order specified: FIRST, ratably to the payment of all accrued and unpaid CP Costs, Yield and Broken Funding Costs (if any) that are then due and owing,

and corresponding Reinvestment shall be equal to the amount of Invested Amount immediately prior to such receipt. (b) On each Settlement Date prior to the Facility Termination Date, the Master Servicer shall remit to the Administrative Agent's Account the amounts set aside during the preceding Settlement Period that have not been subject to a Reinvestment and apply such amounts (if not previously paid in accordance with SECTION 2.1) to the Aggregate Unpaids in the order specified: FIRST, ratably to the payment of all accrued and unpaid CP Costs, Yield and Broken Funding Costs (if any) that are then due and owing, SECOND, to the accrued and unpaid Servicing Fee (so long as the Master Servicer is not T&B Corp. or an Affiliate of T&B Corp.), THIRD, ratably to the payment of all accrued and unpaid fees under the Fee Letter (if any) that are then due and owing, FOURTH, if required under SECTION 1.3 or SECTION 1.4, to the ratable reduction of Aggregate Invested Amount, FIFTH, for the ratable payment of all other unpaid Recourse Obligations, if any, that are then due and owing, SIXTH, to the accrued and unpaid Servicing Fee (so long as the Master Servicer is T&B Corp. or an Affiliate of T&B Corp.), and SEVENTH, the balance, if any, to the Seller or otherwise in accordance with the Seller's instructions. SECTION 2.3 APPLICATION OF COLLECTIONS AFTER THE FACILITY TERMINATION DATE. (a) On the Facility Termination Date and on each day thereafter, the Master Servicer shall set aside and hold in trust, for the benefit of the Secured Parties, all Collections received on each such day. On and after the Facility Termination Date, the Master Servicer shall, on each Settlement Date and on each other Business Day specified by the Administrative Agent: (i) remit to the Administrative Agent's Account the amounts set aside pursuant to the preceding two sentences, and (ii) apply such amounts to reduce the Aggregate Unpaids as follows: FIRST, ratably to the payment of all accrued and unpaid CP Costs, Yield and Broken Funding Costs, SECOND, to the accrued and unpaid Servicing Fee (so long as the Master Servicer is not T&B Corp. or an Affiliate of T&B Corp.) THIRD, to the reimbursement of the Administrative Agent's costs of collection and enforcement of this Agreement, 5

FOURTH, ratably to the payment of all accrued and unpaid fees under the Fee Letter, FIFTH, to the ratable reduction of Aggregate Invested Amount, SIXTH, for the ratable payment of all other Aggregate Unpaids, SEVENTH, to the accrued and unpaid Servicing Fee (so long as the Master Servicer is T&B Corp. or an Affiliate of T&B Corp.), and EIGHTH, after the Final Payout Date, to the Seller. SECTION 2.4 PAYMENT RECISSION.

FOURTH, ratably to the payment of all accrued and unpaid fees under the Fee Letter, FIFTH, to the ratable reduction of Aggregate Invested Amount, SIXTH, for the ratable payment of all other Aggregate Unpaids, SEVENTH, to the accrued and unpaid Servicing Fee (so long as the Master Servicer is T&B Corp. or an Affiliate of T&B Corp.), and EIGHTH, after the Final Payout Date, to the Seller. SECTION 2.4 PAYMENT RECISSION. No payment of any of the Aggregate Unpaids shall be considered paid or applied hereunder to the extent that, at any time, all or any portion of such payment or application is rescinded by application of law or judicial authority, or must otherwise be returned or refunded for any reason. The Seller shall remain obligated for the amount of any payment or application so rescinded, returned or refunded, and shall promptly pay to the Administrative Agent (for application to the Person or Persons who suffered such recission, return or refund) the full amount thereof, plus interest thereon at the Default Rate from the date of any such recission, return or refunding. SECTION 2.5 CLEAN UP CALL. In addition to the Seller's rights pursuant to SECTION 1.3, the Seller shall have the right (after providing written notice to the Administrative Agent in accordance with the Required Notice Period), at any time following the reduction of the Aggregate Invested Amount to a level that is less than 10.0% of the original Purchase Limit, to repurchase all, but not less than all, of the then outstanding Receivable Interests. The purchase price in respect thereof shall be an amount equal to the Aggregate Unpaids through the date of such repurchase, payable in immediately available funds to the Administrative Agent's Account. Such repurchase shall be without representation, warranty or recourse of any kind by, on the part of, or against Blue Ridge or the Administrative Agent. ARTICLE III COMMERCIAL PAPER FUNDING SECTION 3.1 CP COSTS. The Seller shall pay CP Costs with respect to the Invested Amount of all Receivable Interests funded through the issuance of Commercial Paper. Each Receivable Interest that is funded substantially with Pooled Commercial Paper will accrue CP Costs each day on a pro rata basis, based upon the percentage share that the Invested Amount in respect of such Receivable Interest represents in relation to all assets held by Blue Ridge and funded substantially with related Pooled Commercial Paper. 6

SECTION 3.2 CALCULATION OF CP COSTS. Not later than the third Business Day immediately preceding each Monthly Reporting Date, Blue Ridge shall calculate the aggregate amount of CP Costs applicable to its Receivable Interests for the Collection Period then most recently ended and shall notify the Seller of such aggregate amount. SECTION 3.3 CP COSTS PAYMENTS. On each Settlement Date, the Seller shall pay to the Administrative Agent (for the benefit of Blue Ridge) an aggregate amount equal to all accrued and unpaid CP Costs in respect of the Invested Amount of all Receivable Interests funded with Commercial Paper for the Collection Period then most recently ended in accordance with ARTICLE II.

SECTION 3.2 CALCULATION OF CP COSTS. Not later than the third Business Day immediately preceding each Monthly Reporting Date, Blue Ridge shall calculate the aggregate amount of CP Costs applicable to its Receivable Interests for the Collection Period then most recently ended and shall notify the Seller of such aggregate amount. SECTION 3.3 CP COSTS PAYMENTS. On each Settlement Date, the Seller shall pay to the Administrative Agent (for the benefit of Blue Ridge) an aggregate amount equal to all accrued and unpaid CP Costs in respect of the Invested Amount of all Receivable Interests funded with Commercial Paper for the Collection Period then most recently ended in accordance with ARTICLE II. SECTION 3.4 DEFAULT RATE. From and after the occurrence of a Liquidation Event, all Receivable Interests shall accrue Yield at the Default Rate. ARTICLE IV LIQUIDITY FUNDINGS SECTION 4.1 LIQUIDITY FUNDINGS. Prior to the occurrence of a Liquidation Event, the outstanding Invested Amount of each Receivable Interest funded with a Liquidity Funding shall accrue Yield for each day during its Interest Period at either the LIBO Rate or the Alternate Base Rate in accordance with the terms and conditions hereof. Until the Seller gives the required notice to the Administrative Agent of another Yield Rate in accordance with SECTION 4.4, the initial Yield Rate for any Receivable Interest funded with a Liquidity Funding shall be the Alternate Base Rate (unless the Default Rate is then applicable). If any undivided interest in a Receivable Interest initially funded with Commercial Paper is sold to the Liquidity Banks pursuant to the Liquidity Agreement, such undivided interest in such Receivable Interest shall be deemed to have a Interest Period commencing on the date of such sale. SECTION 4.2 YIELD PAYMENTS. On the Settlement Date for each Receivable Interest that is funded with a Liquidity Funding, the Seller shall pay to the Administrative Agent (for the benefit of the Liquidity Banks) an aggregate amount equal to the accrued and unpaid Yield thereon for the entire Interest Period of each such Liquidity Funding in accordance with ARTICLE II. SECTION 4.3 SELECTION AND CONTINUATION OF INTEREST PERIODS. (a) With consultation from (and approval by) the Administrative Agent, the Seller shall from time to time request Interest Periods for the Receivable Interests funded with Liquidity Fundings, PROVIDED THAT if at any time any Liquidity Funding is outstanding, the Seller 7

shall always request Interest Periods such that at least one Interest Period shall end on the date specified in CLAUSE (i) of the definition of Settlement Date. (b) The Seller or the Administrative Agent, upon notice to and consent by the other received at least three (3) Business Days prior to the end of a Interest Period (the "TERMINATING TRANCHE") for any Liquidity Funding, may, effective on the last day of the Terminating Tranche: (i) divide any such Liquidity Funding into multiple Liquidity Fundings, (ii) combine any such Liquidity Funding with one or more other Liquidity Fundings that have a Terminating Tranche ending on the same day as such Terminating Tranche or (iii) combine any such Liquidity Funding with a new Liquidity Funding to be made by the Liquidity Banks on the day such Terminating

shall always request Interest Periods such that at least one Interest Period shall end on the date specified in CLAUSE (i) of the definition of Settlement Date. (b) The Seller or the Administrative Agent, upon notice to and consent by the other received at least three (3) Business Days prior to the end of a Interest Period (the "TERMINATING TRANCHE") for any Liquidity Funding, may, effective on the last day of the Terminating Tranche: (i) divide any such Liquidity Funding into multiple Liquidity Fundings, (ii) combine any such Liquidity Funding with one or more other Liquidity Fundings that have a Terminating Tranche ending on the same day as such Terminating Tranche or (iii) combine any such Liquidity Funding with a new Liquidity Funding to be made by the Liquidity Banks on the day such Terminating Tranche ends. SECTION 4.4 LIQUIDITY FUNDING YIELD RATES. The Seller may select the LIBO Rate (subject to SECTION 4.5 below) or the Alternate Base Rate for each Liquidity Funding. The Seller shall by 12:00 noon (New York time): (a) at least three (3) Business Days prior to the expiration of any Terminating Tranche with respect to which the LIBO Rate is being requested as a new Yield Rate and (b) at least one (1) Business Day prior to the expiration of any Terminating Tranche with respect to which the Alternate Base Rate is being requested as a new Yield Rate, give the Administrative Agent irrevocable notice of the new Yield Rate for the Liquidity Funding associated with such Terminating Tranche. Until the Seller gives notice to the Administrative Agent of another Yield Rate, the initial Yield Rate for any Receivable Interest assigned or participated to the Liquidity Banks pursuant to the Liquidity Agreement shall be the Alternate Base Rate (unless the Default Rate is then applicable). SECTION 4.5 SUSPENSION OF THE LIBO RATE. (a) If any Liquidity Bank notifies the Administrative Agent that it has determined that funding its ratable share of the Liquidity Fundings at a LIBO Rate would violate any applicable law, rule, regulation, or directive of any governmental or regulatory authority, whether or not having the force of law, or that (i) deposits of a type and maturity appropriate to match fund its Liquidity Funding at such LIBO Rate are not available or (ii) such LIBO Rate does not accurately reflect the cost of acquiring or maintaining a Liquidity Funding at such LIBO Rate, then the Administrative Agent shall suspend the availability of such LIBO Rate and require the Seller to select the Alternate Base Rate for any Liquidity Funding accruing Yield at such LIBO Rate. (b) If less than all of the Liquidity Banks give a notice to the Administrative Agent pursuant to SECTION 4.5(a), each Liquidity Bank which gave such a notice shall be obliged, at the request of the Seller, Blue Ridge or the Administrative Agent, to assign all of its rights and obligations hereunder to (i) another Liquidity Bank or (ii) another funding entity nominated by the Seller or the Administrative Agent that is an Eligible Assignee willing to participate in the Liquidity Agreement through the Liquidity Termination Date in the place of such notifying Liquidity Bank; PROVIDED THAT (A) the notifying Liquidity Bank receives payment in full of all Aggregate Unpaids owing to it (whether due or accrued), and (B) the replacement Liquidity Bank otherwise satisfies the requirements of the Liquidity Agreement. 8

SECTION 4.6 DEFAULT RATE. From and after the occurrence of a Liquidation Event, all Liquidity Fundings shall accrue Yield at the Default Rate. ARTICLE V REPRESENTATIONS AND WARRANTIES SECTION 5.1 REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES. Each Seller Party hereby represents and warrants to the Administrative Agent and Blue Ridge, as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that:

SECTION 4.6 DEFAULT RATE. From and after the occurrence of a Liquidation Event, all Liquidity Fundings shall accrue Yield at the Default Rate. ARTICLE V REPRESENTATIONS AND WARRANTIES SECTION 5.1 REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES. Each Seller Party hereby represents and warrants to the Administrative Agent and Blue Ridge, as to itself, as of the date hereof and as of the date of each Incremental Purchase and the date of each Reinvestment that: (a) EXISTENCE AND POWER. Such Seller Party's jurisdiction of organization is correctly set forth in the preamble to this Agreement. Such Seller Party is duly organized under the laws of that jurisdiction. Such Seller Party is validly existing and in good standing under the laws of its state of organization. Such Seller Party is duly qualified to do business and is in good standing as a foreign entity, and has and holds all organizational power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted except where the failure to so qualify or so hold could not reasonably be expected to have a Material Adverse Effect. (b) POWER AND AUTHORITY; DUE AUTHORIZATION, EXECUTION AND DELIVERY. The execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder and, in the case of the Seller, the Seller's use of the proceeds of Purchases made hereunder, are within its corporate powers and authority and have been duly authorized by all necessary corporate action on its part. This Agreement and each other Transaction Document to which such Seller Party is a party has been duly executed and delivered by such Seller Party. (c) NO CONFLICT. The execution and delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its certificate or articles of incorporation or by-laws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on assets of such Seller Party or its Subsidiaries (except as created hereunder) except, in any case, where such contravention or violation could not reasonably be expected to have a Material Adverse Effect; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. (d) GOVERNMENTAL AUTHORIZATION. Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and 9

delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder. (e) ACTIONS, SUITS. Except as described in the Parent's most recent 10-K and 10-Q filed with the Securities and Exchange Commission and as otherwise described in EXHIBIT IX, there are no actions, suits or proceedings pending, or to the best of such Seller Party's knowledge, threatened, against or affecting such Seller Party, or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a Material Adverse Effect. Such Seller Party is not in default with respect to any order of any court, arbitrator or governmental body. (f) BINDING EFFECT. This Agreement and each other Transaction Document to which such Seller Party is a party constitute the legal, valid and binding obligations of such Seller Party enforceable against such Seller Party

delivery by such Seller Party of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder. (e) ACTIONS, SUITS. Except as described in the Parent's most recent 10-K and 10-Q filed with the Securities and Exchange Commission and as otherwise described in EXHIBIT IX, there are no actions, suits or proceedings pending, or to the best of such Seller Party's knowledge, threatened, against or affecting such Seller Party, or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a Material Adverse Effect. Such Seller Party is not in default with respect to any order of any court, arbitrator or governmental body. (f) BINDING EFFECT. This Agreement and each other Transaction Document to which such Seller Party is a party constitute the legal, valid and binding obligations of such Seller Party enforceable against such Seller Party in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (g) ACCURACY OF INFORMATION. All information heretofore furnished by such Seller Party or any of its Affiliates to the Administrative Agent or Blue Ridge for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by such Seller Party or any of its Affiliates to the Administrative Agent or Blue Ridge will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading. (h) USE OF PROCEEDS. No proceeds of any Purchase hereunder will be used (i) for a purpose that violates, or would be inconsistent with, (A) SECTION 7.2(e) of this Agreement or (B) Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended; PROVIDED however that nothing in this clause (ii) shall be deemed to prohibit the Master Servicer from repurchasing its common stock or bonds. (i) GOOD TITLE. The Seller is the legal and beneficial owner of the Receivables and Related Security with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Seller's ownership interest in each Receivable, its Collections and the Related Security. (j) PERFECTION. This Agreement is effective to create a valid security interest in favor of the Administrative Agent for the benefit of the Secured Parties in the Purchased Assets to secure payment of the Aggregate Unpaids, free and clear of any Adverse Claim except as created by the Transactions Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all 10

appropriate jurisdictions to perfect the Administrative Agent's (on behalf of the Secured Parties) security interest in the Purchased Assets. TBSPV is a registered organization organized under the laws of the state of Delaware and is located for purposes of Article 9 of the UCC in such state. T&B Corp. is a registered organization organized under the laws of the state of Tennessee and is located for purposes of Article 9 of the UCC in such state. (k) JURISDICTION OF FORMATION AND LOCATIONS OF RECORDS. The jurisdiction of incorporation and the offices where it keeps all of its Records are located at the address(es) listed on EXHIBIT III or such other locations of which the Administrative Agent has been notified in accordance with SECTION 7.2 (a) in jurisdictions where all action required by SECTION 13.3(A) has been taken and completed. The Seller's Federal Employer Identification Number is correctly set forth on EXHIBIT III.

appropriate jurisdictions to perfect the Administrative Agent's (on behalf of the Secured Parties) security interest in the Purchased Assets. TBSPV is a registered organization organized under the laws of the state of Delaware and is located for purposes of Article 9 of the UCC in such state. T&B Corp. is a registered organization organized under the laws of the state of Tennessee and is located for purposes of Article 9 of the UCC in such state. (k) JURISDICTION OF FORMATION AND LOCATIONS OF RECORDS. The jurisdiction of incorporation and the offices where it keeps all of its Records are located at the address(es) listed on EXHIBIT III or such other locations of which the Administrative Agent has been notified in accordance with SECTION 7.2 (a) in jurisdictions where all action required by SECTION 13.3(A) has been taken and completed. The Seller's Federal Employer Identification Number is correctly set forth on EXHIBIT III. (l) COLLECTIONS. The conditions and requirements set forth in SECTION 7.1(j) and SECTION 8.2 have at all times been satisfied and duly performed. The names, addresses and jurisdictions of organization of all Collection Banks, together with the account numbers of the Collection Accounts of the Seller at each Collection Bank and the post office box number of each Lock-Box, are listed on EXHIBIT IV. The Seller has not granted any Person, other than the Administrative Agent as contemplated by this Agreement, dominion and control of any Lock-Box or Collection Account, or the right to take dominion and control of any such Lock-Box or Collection Account at a future time or upon the occurrence of a future event. (m) MATERIAL ADVERSE EFFECT. (i) The initial Master Servicer represents and warrants that since July 1, 2001, no event has occurred that would have a material adverse effect on the financial condition or operations of the initial Master Servicer and its Subsidiaries on a consolidated basis or the ability of the initial Master Servicer to perform its obligations under this Agreement, and (ii) the Seller represents and warrants that since the date of this Agreement, no event has occurred that would have a material adverse effect on (A) the financial condition or operations of the Seller, (B) the ability of the Seller to perform its obligations under the Transaction Documents, or (C) the collectibility of the Receivables generally or any material portion of the Receivables. (n) NAMES. The name in which the Seller has executed this Agreement is identical to the name of the Seller as indicated on the public record of its state of organization which shows the Seller to have been organized. In the past five (5) years, the Seller has not used any corporate names, trade names or assumed names other than the name in which it has executed this Agreement. (o) OWNERSHIP OF THE SELLER. T&B Corp. owns, directly or indirectly, 100% of the issued and outstanding capital stock of the Seller, free and clear of any Adverse Claim. Such capital stock is validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of the Seller. (p) NOT A HOLDING COMPANY OR AN INVESTMENT COMPANY. Such Seller Party is not a "holding company" or a "subsidiary holding company" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, or any successor 11

statute. Such Seller Party is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or any successor statute. (q) COMPLIANCE WITH LAW. Such Seller Party has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Receivable, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of such Contract is in violation of any such law, rule or regulation, except where such contravention or violation could not reasonably be expected to have a Material Adverse Effect. (r) COMPLIANCE WITH CREDIT AND COLLECTION POLICY. Such Seller Party has complied in all

statute. Such Seller Party is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or any successor statute. (q) COMPLIANCE WITH LAW. Such Seller Party has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Receivable, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of such Contract is in violation of any such law, rule or regulation, except where such contravention or violation could not reasonably be expected to have a Material Adverse Effect. (r) COMPLIANCE WITH CREDIT AND COLLECTION POLICY. Such Seller Party has complied in all material respects with the Credit and Collection Policy with regard to each Receivable and the related Contract, and has not made any change to such Credit and Collection Policy, except such material change as to which the Administrative Agent has been notified in accordance with SECTION 7.1(a)(vii). (s) CONTRIBUTIONS BY T&B CORP. With respect to each Receivable transferred to the Seller under the Receivables Contribution Agreement, the Seller has given reasonably equivalent value to T&B Corp. in consideration therefor and such transfer was not made for or on account of an antecedent debt. No transfer by T&B Corp. of any Receivable under the Receivables Contribution Agreement is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. Sections 101 ET SEQ.), as amended. (t) ENFORCEABILITY OF CONTRACTS. Each Contract with respect to each Receivable is effective to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against the Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (u) ELIGIBLE RECEIVABLES. Each Receivable included in the Net Pool Balance as an Eligible Receivable on the date of any Monthly Report was an Eligible Receivable on such date. (v) PURCHASE LIMIT AND MAXIMUM RECEIVABLE INTERESTS. Immediately after giving effect to each Incremental Purchase hereunder, the Aggregate Invested Amount is less than or equal to the Purchase Limit and the aggregate of the Receivable Interests does not exceed 100%. (w) ACCOUNTING. The manner in which such Seller Party accounts for the transactions contemplated by this Agreement and the Receivables Contribution Agreement is consistent with the characterization of the transactions contemplated herein as being "true contributions and/or absolute assignments." (x) TAXES. The Seller has filed all tax returns and reports required by law to be filed by it and has paid all taxes and governmental charges due and owing, except any such taxes 12

which are not yet owing but diligently contested in good faith by appropriate proceedings and which adequate reserves in accordance with GAAP have been set aside on its books. The Master Servicer has filed all material tax returns and reports required by law to be filed by it and paid when due all material taxes and governmental charges due and owing pursuant to such returns and any material assessment received by the Master Servicer, except any such taxes which are not yet owing but diligently contested in good faith by appropriate proceedings and which adequate reserves in accordance with GAAP have been set aside on its books. ARTICLE VI CONDITIONS OF PURCHASES

which are not yet owing but diligently contested in good faith by appropriate proceedings and which adequate reserves in accordance with GAAP have been set aside on its books. The Master Servicer has filed all material tax returns and reports required by law to be filed by it and paid when due all material taxes and governmental charges due and owing pursuant to such returns and any material assessment received by the Master Servicer, except any such taxes which are not yet owing but diligently contested in good faith by appropriate proceedings and which adequate reserves in accordance with GAAP have been set aside on its books. ARTICLE VI CONDITIONS OF PURCHASES SECTION 6.1 CONDITIONS PRECEDENT TO INITIAL INCREMENTAL PURCHASE. The initial Incremental Purchase of a Receivable Interest under this Agreement is subject to the conditions precedent that (a) the Administrative Agent shall have received on or before the date of such Purchase those documents listed on SCHEDULE A, (b) the Administrative Agent shall have received all fees and expenses required to be paid on such date pursuant to the terms of this Agreement and the Fee Letter and (c) the Collection Account Requirement shall have been satisfied. SECTION 6.2 CONDITIONS PRECEDENT TO ALL PURCHASES AND REINVESTMENTS. Each Incremental Purchase and each Reinvestment shall be subject to the further conditions precedent that (a) in the case of each such Purchase: (i) the Master Servicer shall have delivered to the Administrative Agent on or prior to the date of such Purchase, in form and substance satisfactory to the Administrative Agent, all Monthly Reports as and when due under SECTION 8.5 and (ii) upon the Administrative Agent's request, the Master Servicer shall have delivered to the Administrative Agent at least three (3) days prior to such Purchase an interim Monthly Report showing the amount of Eligible Receivables; (b) the Administrative Agent shall have received such other approvals, opinions or documents as it may reasonably request and (c) on each Purchase Date, the following statements shall be true (and acceptance of the proceeds of such Incremental Purchase or Reinvestment shall be deemed a representation and warranty by the Seller that such statements are then true): (i) the representations and warranties set forth in SECTION 5.1 are true and correct on and as of the date of such Incremental Purchase or Reinvestment as though made on and as of such Purchase Date; (ii) no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that will constitute a Liquidation Event, and no event has occurred and is continuing, or would result from such Incremental Purchase or Reinvestment, that would constitute an Unmatured Liquidation Event; and (iii) the Aggregate Invested Amount does not exceed the Purchase Limit and the aggregate Receivable Interests do not exceed 100%. 13

It is expressly understood that each Reinvestment shall, unless otherwise directed by the Administrative Agent or Blue Ridge, occur automatically on each day that the Master Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of the Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of the Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct the Seller to pay to the Administrative Agent's Account, for the benefit of Blue Ridge, an amount equal to the Collections prior to the Facility Termination Date that shall have been applied to the affected Reinvestment. ARTICLE VII

It is expressly understood that each Reinvestment shall, unless otherwise directed by the Administrative Agent or Blue Ridge, occur automatically on each day that the Master Servicer shall receive any Collections without the requirement that any further action be taken on the part of any Person and notwithstanding the failure of the Seller to satisfy any of the foregoing conditions precedent in respect of such Reinvestment. The failure of the Seller to satisfy any of the foregoing conditions precedent in respect of any Reinvestment shall give rise to a right of the Administrative Agent, which right may be exercised at any time on demand of the Administrative Agent, to rescind the related purchase and direct the Seller to pay to the Administrative Agent's Account, for the benefit of Blue Ridge, an amount equal to the Collections prior to the Facility Termination Date that shall have been applied to the affected Reinvestment. ARTICLE VII COVENANTS SECTION 7.1 AFFIRMATIVE COVENANTS OF THE SELLER PARTIES. Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, as set forth below: (a) FINANCIAL REPORTING. Such Seller Party will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with GAAP, and furnish or cause to be furnished to the Administrative Agent: (i) ANNUAL REPORTING. Within 90 days after the close of each fiscal year, or, if an extension is granted by the Securities Exchange Commission, no later than the last day of such extension period, (A) audited, financial statements (which shall include balance sheets, statements of income and statements of cash flows) for T&B Corp. and its consolidated Subsidiaries for such fiscal year and (B) separate financial statements for Seller, consisting of at least a balance sheet and a statement of income for such year and statements of cash flows, setting forth in each case in comparative form corresponding figures from the preceding fiscal year and certified by KMPG LLP or by any other nationally recognized independent public accountants, which certifications shall be free of exceptions and qualifications not acceptable to the Administrative Agent. (ii) QUARTERLY REPORTING. Within 45 days after the close of the first three (3) quarterly periods of each of its respective fiscal years, or, if an extension is granted by the Securities Exchange Commission, no later than the last day of such extension period, (A) balance sheets of T&B Corp. and its consolidated Subsidiaries and (B) separate balance sheets of the Seller as at the close of each such period and statements of income and retained earnings and a statement of cash flows for each such Person for the period from the beginning of such fiscal year to the end of such quarter, all certified by its respective chief financial officer. 14

(iii) COMPLIANCE CERTIFICATE. Together with the financial statements required hereunder, a compliance certificate in substantially the form of EXHIBIT V signed by such Seller Party's Authorized Officer and dated the date of such annual financial statement or such quarterly financial statement, as the case may be. (iv) SHAREHOLDERS STATEMENTS AND REPORTS. Promptly upon the furnishing thereof to the shareholders of such Seller Party copies of all financial statements, reports and proxy statements so furnished; PROVIDED, however, that for so long as Wachovia Bank, N.A. is a lender under the Credit Facility, no notice shall be required pursuant to this clause (iv). (v) S.E.C. FILINGS. Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which such Seller Party or any of its Affiliates files with the Securities and Exchange Commission; PROVIDED, however, that for so long as Wachovia Bank, N.A. is a lender under the Credit Facility, no notice shall be required pursuant to this clause (v). (vi) COPIES OF NOTICES. Promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with any Transaction Document from any

(iii) COMPLIANCE CERTIFICATE. Together with the financial statements required hereunder, a compliance certificate in substantially the form of EXHIBIT V signed by such Seller Party's Authorized Officer and dated the date of such annual financial statement or such quarterly financial statement, as the case may be. (iv) SHAREHOLDERS STATEMENTS AND REPORTS. Promptly upon the furnishing thereof to the shareholders of such Seller Party copies of all financial statements, reports and proxy statements so furnished; PROVIDED, however, that for so long as Wachovia Bank, N.A. is a lender under the Credit Facility, no notice shall be required pursuant to this clause (iv). (v) S.E.C. FILINGS. Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which such Seller Party or any of its Affiliates files with the Securities and Exchange Commission; PROVIDED, however, that for so long as Wachovia Bank, N.A. is a lender under the Credit Facility, no notice shall be required pursuant to this clause (v). (vi) COPIES OF NOTICES. Promptly upon its receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with any Transaction Document from any Person other than the Administrative Agent or Blue Ridge, copies of the same. (vii) CHANGE IN CREDIT AND COLLECTION POLICY. At least thirty (30) days prior to the effectiveness of any material change in or material amendment to the Credit and Collection Policy, a copy of the Credit and Collection Policy then in effect and a notice (A) indicating such change or amendment, and (B) requesting the Administrative Agent's prior written consent thereto (which consent shall not be unreasonably withheld). (viii) OTHER INFORMATION. Promptly, from time to time, such other information, documents, records or reports relating to the Receivables or the condition or operations, financial or otherwise, of the Seller Party as the Administrative Agent may from time to time reasonably request in order to protect the interests of the Administrative Agent, for the benefit of Blue Ridge, under or as contemplated by this Agreement. (b) NOTICES. Each Seller Party will notify the Administrative Agent in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto: (i) LIQUIDATION EVENTS OR UNMATURED LIQUIDATION EVENTS. The occurrence of each Liquidation Event and each Unmatured Liquidation Event, by a statement of an Authorized Officer of the Seller Party. (ii) JUDGMENTS AND PROCEEDINGS. (A) (1) The entry of any judgment or decree against the Master Servicer or any of its Subsidiaries if the aggregate amount of all judgments and decrees then outstanding against the Master Servicer and its Subsidiaries exceeds $20,000,000 after deducting (a) the amount with respect to which the Master Servicer or any such Subsidiary, as the case may be, is insured and with respect to which the insurer has assumed responsibility in writing, and (b) the amount for which the 15

Master Servicer or any such Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Administrative Agent, and (2) the institution of any litigation, arbitration proceeding or governmental proceeding against the Master Servicer which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and (B) the entry of any judgment or decree or the institution of any litigation, arbitration proceeding or governmental proceeding against the Seller. (iii) MATERIAL ADVERSE EFFECT. The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect. (iv) TERMINATION DATE. The occurrence of the "Termination Date" under and as defined in the Receivables Contribution Agreement or the Receivables Transfer Agreement.

Master Servicer or any such Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the Administrative Agent, and (2) the institution of any litigation, arbitration proceeding or governmental proceeding against the Master Servicer which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and (B) the entry of any judgment or decree or the institution of any litigation, arbitration proceeding or governmental proceeding against the Seller. (iii) MATERIAL ADVERSE EFFECT. The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect. (iv) TERMINATION DATE. The occurrence of the "Termination Date" under and as defined in the Receivables Contribution Agreement or the Receivables Transfer Agreement. (v) DEFAULTS UNDER OTHER AGREEMENTS. The occurrence of a default or an event of default under any other financing arrangement pursuant to which the Seller Party is a debtor or an obligor. (vi) NOTICES UNDER RECEIVABLES CONTRIBUTION AGREEMENT AND THE RECEIVABLES TRANSFER AGREEMENT. Copies of all notices delivered under the Receivables Contribution Agreement and the Receivables Transfer Agreement. (c) COMPLIANCE WITH LAWS AND PRESERVATION OF CORPORATE EXISTENCE. The Seller Party will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. The Seller Party will preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where its business is conducted, except where the failure to so preserve and maintain or qualify could not reasonably be expected to have a Material Adverse Effect. (d) AUDITS. The Seller Party will furnish to the Administrative Agent from time to time such information with respect to it and the Receivables as the Administrative Agent may reasonably request. The Seller Party will, from time to time during regular business hours as requested by the Administrative Agent upon reasonable notice and at the sole cost of the Seller Party, permit the Administrative Agent, or its agents or representatives (and shall cause each Originator to permit the Administrative Agent or its agents or representatives): (i) to examine and make copies of and abstracts from all Records in the possession or under the control of such Person relating to the Purchased Assets, including, without limitation, the related Contracts, and to visit the offices and properties of such Person for the purpose of examining such materials described in CLAUSE (i) above, and to discuss matters relating to such Person's financial condition or the Purchased Assets or any Person's performance under any of the Transaction Documents or any Person's performance under the Contracts and, in each case, with any of the officers or employees of the Seller or the Master Servicer having knowledge of such matters (each of the foregoing examinations and visits, a "REVIEW"); PROVIDED, HOWEVER, that, so long as no Liquidation Event has occurred and is continuing, (A) the Seller Parties shall only be responsible 16

for the costs and expenses of one (1) Review in any one calendar year, and (B) the Administrative Agent will not request more than four (4) Reviews in any one calendar year. (e) KEEPING AND MARKING OF RECORDS AND BOOKS. (i) The Master Servicer will (and will cause each Originator to) maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). The Master Servicer will (and will cause each Originator to) give the Administrative Agent notice of any material change in the administrative and operating procedures referred to in the previous sentence.

for the costs and expenses of one (1) Review in any one calendar year, and (B) the Administrative Agent will not request more than four (4) Reviews in any one calendar year. (e) KEEPING AND MARKING OF RECORDS AND BOOKS. (i) The Master Servicer will (and will cause each Originator to) maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). The Master Servicer will (and will cause each Originator to) give the Administrative Agent notice of any material change in the administrative and operating procedures referred to in the previous sentence. (ii) The Seller Party will (and will cause each Originator to): (A) on or prior to the date hereof, mark its master data processing records and other books and records relating to the Receivables with a legend, acceptable to the Administrative Agent, describing the Administrative Agent's security interest in the Purchased Assets and (B) upon the request of the Administrative Agent following the occurrence of a Liquidation Event: (1) mark each Contract with a legend describing the Administrative Agent's security interest and (2) deliver to the Administrative Agent all Contracts (including, without limitation, all multiple originals of any such Contract constituting an instrument, a certificated security or chattel paper) relating to the Receivables. (f) COMPLIANCE WITH CONTRACTS AND CREDIT AND COLLECTION POLICY. The Seller Party will (and will cause each Originator to) timely and fully (i) perform and comply with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, and (ii) comply in all respects with the Credit and Collection Policy in regard to each Receivable and the related Contract. (g) PERFORMANCE AND ENFORCEMENT OF RECEIVABLES CONTRIBUTION AGREEMENT. The Seller will, and will require T&B Corp. to, perform each of their respective obligations and undertakings under and pursuant to the Receivables Contribution Agreement, will obtain Receivables thereunder in strict compliance with the terms thereof and will vigorously enforce the rights and remedies accorded to the Seller under the Receivables Contribution Agreement. The Seller will take all actions to perfect and enforce its rights and interests (and the rights and interests of the Administrative Agent, as the Seller's assignee) under the Receivables Contribution Agreement as the Administrative Agent may from time to time reasonably request, including, without limitation, making claims to which it may be entitled under any indemnity, reimbursement or similar provision contained in the Receivables Contribution Agreement. (h) OWNERSHIP. The Seller will (or will cause T&B Corp. to) take all necessary action to (i) vest legal and equitable title to the Purchased Assets purchased under the Receivables Contribution Agreement irrevocably in the Seller, free and clear of any Adverse Claims (other than Adverse Claims in favor of the Administrative Agent, for the benefit of the Secured Parties) 17

including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Seller's interest in such Purchased Assets and such other action to perfect, protect or more fully evidence the interest of the Seller therein as the Administrative Agent may reasonably request), and (ii) establish and maintain, in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and perfected first priority security interest in all Purchased Assets, free and clear of any Adverse Claims, including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Administrative Agent's (for the benefit of the Secured Parties) security interest in the Purchased Assets and such other action to perfect, protect or more fully evidence the interest of the Administrative Agent for the benefit of the Secured Parties as the Administrative Agent may reasonably request. (i) RELIANCE. The Seller acknowledges that the Administrative Agent and Blue Ridge are entering into the

including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Seller's interest in such Purchased Assets and such other action to perfect, protect or more fully evidence the interest of the Seller therein as the Administrative Agent may reasonably request), and (ii) establish and maintain, in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid and perfected first priority security interest in all Purchased Assets, free and clear of any Adverse Claims, including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Administrative Agent's (for the benefit of the Secured Parties) security interest in the Purchased Assets and such other action to perfect, protect or more fully evidence the interest of the Administrative Agent for the benefit of the Secured Parties as the Administrative Agent may reasonably request. (i) RELIANCE. The Seller acknowledges that the Administrative Agent and Blue Ridge are entering into the transactions contemplated by this Agreement in reliance upon the Seller's identity as a legal entity that is separate from each Originator. Therefore, from and after the date of execution and delivery of this Agreement, the Seller shall take all reasonable steps, including, without limitation, all steps that the Administrative Agent or Blue Ridge may from time to time reasonably request, to maintain the Seller's identity as a separate legal entity and to make it manifest to third parties that the Seller is an entity with assets and liabilities distinct from those of each Originator and any Affiliates thereof (other than the Seller) and not just a division of any Originator or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the Seller will: (i) conduct its own business in its own name and require that all full-time employees of the Seller, if any, identify themselves as such and not as employees of any Originator (including, without limitation, by means of providing appropriate employees with business or identification cards identifying such employees as the Seller's employees); (ii) compensate all employees, consultants and agents directly, from the Seller's own funds, for services provided to the Seller by such employees, consultants and agents and, to the extent any employee, consultant or agent of the Seller is also an employee, consultant or agent of any Originator or any Affiliate thereof, allocate the compensation of such employee, consultant or agent between the Seller and such Originator or such Affiliate, as applicable, on a basis that reflects the services rendered to the Seller and such Originator or such Affiliate, as applicable; (iii) clearly identify its offices (by signage or otherwise) as its offices and, if such office is located in the offices of any Originator, the Seller shall lease such office at a fair market rent; (iv) have a separate telephone listing, which will be answered only in its name and separate stationery and checks in its own name; (v) conduct all transactions with each Originator and the Master Servicer (including, without limitation, any delegation of its obligations hereunder as Master 18

Servicer) strictly on an arm's-length basis, allocate all overhead expenses (including, without limitation, telephone and other utility charges) for items shared between the Seller and such Originator on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use; (vi) at all times have a Board of Directors, at least two members of which are Independent Directors; (vii) observe all corporate formalities as a distinct entity, and ensure that all corporate actions relating to (A) the selection, maintenance or replacement of the Independent Director, (B) the dissolution or liquidation of the Seller or (C) the initiation of, participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceeding involving the Seller, are duly authorized by unanimous vote of its Board of Directors (including the Independent Director); (viii) maintain the Seller's books and records separate from those of each Originator and any Affiliate thereof and otherwise readily identifiable as its own assets rather than assets of any Originator or any Affiliate thereof;

Servicer) strictly on an arm's-length basis, allocate all overhead expenses (including, without limitation, telephone and other utility charges) for items shared between the Seller and such Originator on the basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use; (vi) at all times have a Board of Directors, at least two members of which are Independent Directors; (vii) observe all corporate formalities as a distinct entity, and ensure that all corporate actions relating to (A) the selection, maintenance or replacement of the Independent Director, (B) the dissolution or liquidation of the Seller or (C) the initiation of, participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization or similar proceeding involving the Seller, are duly authorized by unanimous vote of its Board of Directors (including the Independent Director); (viii) maintain the Seller's books and records separate from those of each Originator and any Affiliate thereof and otherwise readily identifiable as its own assets rather than assets of any Originator or any Affiliate thereof; (ix) prepare its financial statements separately from those of each Originator and insure that any consolidated financial statements of any Originator or any Affiliate thereof that include the Seller and that are filed with the Securities and Exchange Commission or any other governmental agency have notes clearly stating that the Seller is a separate corporate entity and that its assets will be available first and foremost to satisfy the claims of the creditors of the Seller; (x) except as herein specifically otherwise provided, maintain the funds or other assets of the Seller separate from, and not commingled with, those of any Originator or any Affiliate thereof and only maintain bank accounts or other depository accounts to which the Seller alone is the account party, into which the Seller alone makes deposits and from which the Seller alone (or the Administrative Agent hereunder) has the power to make withdrawals; (xi) pay all of the Seller's operating expenses from the Seller's own assets (except for certain payments by any Originator or other Persons pursuant to allocation arrangements that comply with the requirements of this SECTION 7.1(i)); (xii) operate its business and activities such that: it does not engage in any business or activity of any kind, or enter into any transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking, other than the transactions contemplated and authorized by this Agreement and the Receivables Contribution Agreement; and does not create, incur, guarantee, assume or suffer to exist any indebtedness or other liabilities, whether direct or contingent, other than (A) as a result of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (B) the incurrence of obligations under this Agreement and (C) the incurrence of operating expenses in the ordinary course of business of the type otherwise contemplated by this Agreement; 19

(xiii) maintain its corporate charter in conformity with this Agreement, such that it does not amend, restate, supplement or otherwise modify its Certificate of Incorporation or By-Laws in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including, without limitation, SECTION 7.1(i) of this Agreement; (xiv) maintain the effectiveness of, and continue to perform under the Receivables Contribution Agreement such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Receivables Contribution Agreement or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Receivables Contribution Agreement or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Agent; (xv) maintain its corporate separateness such that it does not merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions, and except as otherwise contemplated herein) all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets of, any Person, nor at any time create, have, acquire, maintain or

(xiii) maintain its corporate charter in conformity with this Agreement, such that it does not amend, restate, supplement or otherwise modify its Certificate of Incorporation or By-Laws in any respect that would impair its ability to comply with the terms or provisions of any of the Transaction Documents, including, without limitation, SECTION 7.1(i) of this Agreement; (xiv) maintain the effectiveness of, and continue to perform under the Receivables Contribution Agreement such that it does not amend, restate, supplement, cancel, terminate or otherwise modify the Receivables Contribution Agreement or give any consent, waiver, directive or approval thereunder or waive any default, action, omission or breach under the Receivables Contribution Agreement or otherwise grant any indulgence thereunder, without (in each case) the prior written consent of the Administrative Agent; (xv) maintain its corporate separateness such that it does not merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions, and except as otherwise contemplated herein) all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets of, any Person, nor at any time create, have, acquire, maintain or hold any interest in any Subsidiary. (xvi) maintain at all times the Required Capital Amount and refrain from making any dividend, distribution, redemption of capital stock or payment of any subordinated indebtedness which would cause the Required Capital Amount to cease to be so maintained; and (xvii) take such other actions as are necessary on its part to ensure that the facts and assumptions set forth in the opinion issued by Wyatt Tarrant & Combs, as counsel for the Seller, in connection with the closing or initial Purchase under this Agreement and relating to substantive consolidation issues, and in the certificates accompanying such opinion, remain true and correct in all material respects at all times. (j) COLLECTIONS. The Seller Party will cause (i) all proceeds from all Lock-Boxes to be directly deposited by a Collection Bank into a Collection Account and (ii) each Lock-Box and Collection Account to be subject at all times to a Collection Account Agreement that is in full force and effect. In the event any payments relating to the Purchased Assets are remitted directly to the Seller or any Affiliate of the Seller, the Seller will remit (or will cause all such payments to be remitted) directly to a Collection Bank and deposited into a Collection Account within two (2) Business Days following receipt thereof, and, at all times prior to such remittance, the Seller will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of the Administrative Agent and Blue Ridge. The Seller will maintain exclusive ownership, dominion and control (subject to the terms of this Agreement) of each Lock-Box and Collection Account and shall not grant the right to take dominion and control of any Lock-Box or Collection Account at a future time or upon the occurrence of a future event to any Person, except to the Administrative Agent as contemplated by this Agreement. 20

(k) TAXES. The Seller will file all tax returns and reports required by law to be filed by it and will promptly pay all taxes and governmental charges at any time owing, except any such taxes which are not yet delinquent or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books. The Master Servicer will file all material tax returns and reports required by law to be filed by it and will pay when due all material taxes and government charges due and owing pursuant to such returns and any material assessment received by the Master Servicer, except any such taxes which are not yet owing but diligently contested in good faith by appropriate proceedings and which adequate reserves in accordance with GAAP shall have been set aside on its books. The Seller will pay when due any taxes payable in connection with the Receivables, exclusive of taxes on or measured by income or gross receipts of the Administrative Agent or Blue Ridge. (l) CONTRIBUTED RECEIVABLES. With respect to any Receivable contributed to the Seller by T&B Corp., such transfer shall be effected under, and in strict compliance with the terms of, the Receivables Contribution Agreement. SECTION 7.2 NEGATIVE COVENANTS OF THE SELLER PARTIES.

(k) TAXES. The Seller will file all tax returns and reports required by law to be filed by it and will promptly pay all taxes and governmental charges at any time owing, except any such taxes which are not yet delinquent or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books. The Master Servicer will file all material tax returns and reports required by law to be filed by it and will pay when due all material taxes and government charges due and owing pursuant to such returns and any material assessment received by the Master Servicer, except any such taxes which are not yet owing but diligently contested in good faith by appropriate proceedings and which adequate reserves in accordance with GAAP shall have been set aside on its books. The Seller will pay when due any taxes payable in connection with the Receivables, exclusive of taxes on or measured by income or gross receipts of the Administrative Agent or Blue Ridge. (l) CONTRIBUTED RECEIVABLES. With respect to any Receivable contributed to the Seller by T&B Corp., such transfer shall be effected under, and in strict compliance with the terms of, the Receivables Contribution Agreement. SECTION 7.2 NEGATIVE COVENANTS OF THE SELLER PARTIES. Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, that: (a) NAME CHANGE, OFFICES AND RECORDS. Such Seller Party will not change its name, identity or structure (within the meaning of any applicable enactment of the UCC), relocate its chief executive office at any time while the location of its chief executive office is relevant to perfection of the Administrative Agent's security interest, for the benefit of the Secured Parties, in the Receivables, Related Security and Collections, or change any office where Records are kept unless it shall have: (i) given the Administrative Agent at least thirty (30) days' prior written notice thereof and (ii) delivered to the Administrative Agent all financing statements, instruments and other documents requested by the Administrative Agent in connection with such change or relocation. (b) CHANGE IN PAYMENT INSTRUCTIONS TO OBLIGORS. Except as may be required by the Administrative Agent pursuant to SECTION 8.2(b), such Seller Party will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless the Administrative Agent shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account or Lock-Box, an executed Collection Account Agreement with respect to the new Collection Account or Lock-Box; PROVIDED, HOWEVER, that the Master Servicer may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account. (c) MODIFICATIONS TO CONTRACTS AND CREDIT AND COLLECTION POLICY. Such Seller Party will not, and will not permit any Originator to, make any change to the Credit and Collection Policy that could adversely affect the collectibility of the Receivables or decrease the credit 21

quality of any newly created Receivables. Except as provided in SECTION 8.2(d), the Master Servicer will not, and will not permit any Originator to, extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the Credit and Collection Policy. (d) SALES, LIENS. The Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any of the Purchased Assets, or assign any right to receive income with respect thereto (other than, in each case, the creation of a security interest therein in favor of the Administrative Agent as provided for herein), and the Seller will defend the right, title and interest of the Secured Parties in, to and under any of the foregoing property, against all claims of third parties claiming through or under the Seller or any Originator. The Seller will not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory.

quality of any newly created Receivables. Except as provided in SECTION 8.2(d), the Master Servicer will not, and will not permit any Originator to, extend, amend or otherwise modify the terms of any Receivable or any Contract related thereto other than in accordance with the Credit and Collection Policy. (d) SALES, LIENS. The Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any of the Purchased Assets, or assign any right to receive income with respect thereto (other than, in each case, the creation of a security interest therein in favor of the Administrative Agent as provided for herein), and the Seller will defend the right, title and interest of the Secured Parties in, to and under any of the foregoing property, against all claims of third parties claiming through or under the Seller or any Originator. The Seller will not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory. (e) USE OF PROCEEDS. The Seller will not use the proceeds of the Purchases for any purpose other than (i) paying its ordinary and necessary operating expenses when and as due, and (ii) making Restricted Junior Payments to the extent permitted under this Agreement. (f) TERMINATION DATE DETERMINATION. The Seller will not designate the Termination Date (as defined in the Receivables Contribution Agreement), or send any written notice to T&B Corp. in respect thereof, without the prior written consent of the Administrative Agent, except with respect to the occurrence of such Termination Date arising pursuant to Section 5.1(e) of the Receivables Contribution Agreement. (g) RESTRICTED JUNIOR PAYMENTS. The Seller will not make any Restricted Junior Payment if after giving effect thereto, the Seller's Net Worth would be less than the Required Capital Amount. (h) THE SELLER INDEBTEDNESS. The Seller will not incur or permit to exist any Indebtedness or liability on account of deposits except: (i) the Aggregate Unpaids and (ii) other current accounts payable arising in the ordinary course of business and not overdue. (i) PROHIBITION ON ADDITIONAL NEGATIVE PLEDGES. No Seller Party will enter into or assume any agreement (other than this Agreement and the other Transaction Documents) prohibiting the creation or assumption of any Adverse Claim upon the Purchased Assets except as contemplated by the Transaction Documents, or otherwise prohibiting or restricting any transaction contemplated hereby or by the other Transaction Documents. ARTICLE VIII ADMINISTRATION AND COLLECTION SECTION 8.1 DESIGNATION OF MASTER SERVICER. (a) The servicing, administration and collection of the Receivables shall be conducted by such Person (the "MASTER SERVICER") so designated from time to time in accordance with this 22

SECTION 8.1. T&B Corp. is hereby designated as, and hereby agrees to perform the duties and obligations of, the Master Servicer pursuant to the terms of this Agreement. The Administrative Agent may at any time upon written notice to the Seller and the Master Servicer designate as Master Servicer any Person to succeed T&B Corp. or any successor Master Servicer PROVIDED THAT the Rating Agency Condition is satisfied. (b) T&B Corp. may delegate, and T&B Corp. hereby advises the Administrative Agent and Blue Ridge that it has delegated, to the Originators, as sub-servicers of the Master Servicer, certain of its duties and responsibilities as Master Servicer hereunder in respect of the Receivables originated by such Originator. The Master Servicer has also delegated certain of its duties and responsibilities with respect to the collection of the Receivables to Creditek. Without the prior written consent of the Administrative Agent and the Required Liquidity Banks, T&B Corp. shall not be permitted to delegate any of its duties or responsibilities as Master Servicer to any Person

SECTION 8.1. T&B Corp. is hereby designated as, and hereby agrees to perform the duties and obligations of, the Master Servicer pursuant to the terms of this Agreement. The Administrative Agent may at any time upon written notice to the Seller and the Master Servicer designate as Master Servicer any Person to succeed T&B Corp. or any successor Master Servicer PROVIDED THAT the Rating Agency Condition is satisfied. (b) T&B Corp. may delegate, and T&B Corp. hereby advises the Administrative Agent and Blue Ridge that it has delegated, to the Originators, as sub-servicers of the Master Servicer, certain of its duties and responsibilities as Master Servicer hereunder in respect of the Receivables originated by such Originator. The Master Servicer has also delegated certain of its duties and responsibilities with respect to the collection of the Receivables to Creditek. Without the prior written consent of the Administrative Agent and the Required Liquidity Banks, T&B Corp. shall not be permitted to delegate any of its duties or responsibilities as Master Servicer to any Person other than (i) the Seller, (ii) the Originators, (iii) Creditek and (iv) with respect to certain Defaulted Receivables, other outside collection agencies in accordance with its customary practices. No Originator shall be entitled to receive any Servicing Fee provided herein but each Originator shall be entitle to receive a monthly fee solely from the Master Servicer for each Collection Period in respect of its duties as subservicer hereunder on each Settlement Date equal to the Servicing Fee Rate divided by 12 multiplied by the aggregate Outstanding Balance of the Receivables that were subserviced by such Originator at the beginning of such Collection Period. Creditek shall receive such commercially reasonable servicing fee as may be agreed to by Creditek and the Master Servicer on behalf of the Seller. None of the Seller, any Originator or Creditek shall be permitted to further delegate to any other Person any of the duties or responsibilities of the Master Servicer delegated to it by T&B Corp.. If at any time the Administrative Agent shall designate as Master Servicer any Person other than T&B Corp., all duties and responsibilities theretofore delegated by T&B Corp. to the Seller, the Originators or Creditek may, at the discretion of the Administrative Agent, be terminated forthwith on notice given by the Administrative Agent to T&B Corp. and to the Seller, the Originators and Creditek. (c) Notwithstanding the foregoing SUBSECTION (b): (i) T&B Corp. shall be and remain primarily liable to the Administrative Agent and Blue Ridge for the full and prompt performance of all duties and responsibilities of the Master Servicer hereunder and (ii) the Administrative Agent and Blue Ridge shall be entitled to deal exclusively with T&B Corp. in matters relating to the discharge by the Master Servicer of its duties and responsibilities hereunder. The Administrative Agent and Blue Ridge shall not be required to give notice, demand or other communication to any Person other than T&B Corp. in order for communication to the Master Servicer and its sub-servicer or other delegate with respect thereto to be accomplished. T&B Corp., at all times that it is the Master Servicer, shall be responsible for providing any sub-servicer or other delegate of the Master Servicer with any notice given to the Master Servicer under this Agreement. SECTION 8.2 DUTIES OF MASTER SERVICER. (a) The Master Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Receivable from time to time, all in accordance with applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policy. 23

(b) The Master Servicer will instruct all Obligors to pay all Collections directly to a Lock-Box or Collection Account. The Master Servicer shall effect a Collection Account Agreement substantially in the form of EXHIBIT VI with each bank party to a Collection Account at any time. In the case of any remittances received in any Lock-Box or Collection Account that shall have been identified, to the satisfaction of the Master Servicer, to not constitute Collections or other proceeds of the Receivables or the Related Security, the Master Servicer shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Administrative Agent delivers to any Collection Bank a Collection Notice pursuant to SECTION 8.3, the Administrative Agent may request that the Master Servicer, and the Master Servicer thereupon promptly shall instruct all Obligors with respect to the Receivables, to remit all payments thereon to a new depositary account specified by the Administrative Agent and, at all times thereafter, the Seller and the Master Servicer shall not deposit or otherwise credit, and shall not permit any other Person to deposit or otherwise credit to such new depositary account any cash or payment item other than Collections. (c) The Master Servicer shall administer the Collections in accordance with the procedures described herein and

(b) The Master Servicer will instruct all Obligors to pay all Collections directly to a Lock-Box or Collection Account. The Master Servicer shall effect a Collection Account Agreement substantially in the form of EXHIBIT VI with each bank party to a Collection Account at any time. In the case of any remittances received in any Lock-Box or Collection Account that shall have been identified, to the satisfaction of the Master Servicer, to not constitute Collections or other proceeds of the Receivables or the Related Security, the Master Servicer shall promptly remit such items to the Person identified to it as being the owner of such remittances. From and after the date the Administrative Agent delivers to any Collection Bank a Collection Notice pursuant to SECTION 8.3, the Administrative Agent may request that the Master Servicer, and the Master Servicer thereupon promptly shall instruct all Obligors with respect to the Receivables, to remit all payments thereon to a new depositary account specified by the Administrative Agent and, at all times thereafter, the Seller and the Master Servicer shall not deposit or otherwise credit, and shall not permit any other Person to deposit or otherwise credit to such new depositary account any cash or payment item other than Collections. (c) The Master Servicer shall administer the Collections in accordance with the procedures described herein and in ARTICLE II. The Master Servicer shall set aside and hold in trust for the account of the Seller and Blue Ridge their respective shares of the Collections in accordance with ARTICLE II. The Master Servicer shall, upon the request of the Administrative Agent, segregate, in a manner acceptable to the Administrative Agent, all cash, checks and other instruments received by it from time to time constituting Collections from the general funds of the Master Servicer or the Seller prior to the remittance thereof in accordance with ARTICLE II. If the Master Servicer shall be required to segregate Collections pursuant to the preceding sentence, the Master Servicer shall segregate and deposit with a bank designated by the Administrative Agent such allocable share of Collections of Receivables set aside for Blue Ridge on the first Business Day following receipt by the Master Servicer of such Collections, duly endorsed or with duly executed instruments of transfer. (d) The Master Servicer may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable or adjust the Outstanding Balance of any Receivable as the Master Servicer determines to be appropriate to maximize Collections thereof; PROVIDED, HOWEVER, that such extension or adjustment shall not alter the status of such Receivable as a Delinquent Receivable or Defaulted Receivable or limit the rights of the Administrative Agent or Blue Ridge under this Agreement. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall have the absolute and unlimited right to direct the Master Servicer to commence or settle any legal action with respect to any Receivable or to foreclose upon or repossess any Related Security. (e) The Master Servicer shall hold in trust for the Seller and the Administrative Agent and Blue Ridge all Records that (i) evidence or relate to the Receivables, the related Contracts and Related Security or (ii) are otherwise necessary or desirable to collect the Receivables and shall, as soon as practicable upon demand of the Administrative Agent, deliver or make available to the Administrative Agent all such Records, at a place selected by the Administrative Agent. The Master Servicer shall, as soon as practicable following receipt thereof turn over to the Seller any cash collections or other cash proceeds received with respect to Indebtedness not constituting Receivables. The Master Servicer shall, from time to time at the request of the 24

Administrative Agent or Blue Ridge, furnish to Blue Ridge (promptly after any such request) a calculation of the amounts set aside for Blue Ridge pursuant to ARTICLE II. (f) Any payment by an Obligor in respect of any indebtedness owed by it to Originator or the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor. SECTION 8.3 COLLECTION NOTICES. The Administrative Agent is authorized at any time after the occurrence of a Liquidation Event to date and to deliver to the Collection Banks the Collection Notices. The Seller hereby transfers to the Administrative Agent for the benefit of Blue Ridge, effective when the Administrative Agent delivers such notice, the exclusive

Administrative Agent or Blue Ridge, furnish to Blue Ridge (promptly after any such request) a calculation of the amounts set aside for Blue Ridge pursuant to ARTICLE II. (f) Any payment by an Obligor in respect of any indebtedness owed by it to Originator or the Seller shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by the Administrative Agent, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other obligation of such Obligor. SECTION 8.3 COLLECTION NOTICES. The Administrative Agent is authorized at any time after the occurrence of a Liquidation Event to date and to deliver to the Collection Banks the Collection Notices. The Seller hereby transfers to the Administrative Agent for the benefit of Blue Ridge, effective when the Administrative Agent delivers such notice, the exclusive ownership and control of each Lock-Box and the Collection Accounts. In case any authorized signatory of the Seller whose signature appears on a Collection Account Agreement shall cease to have such authority before the delivery of such notice, such Collection Notice shall nevertheless be valid as if such authority had remained in force. The Seller hereby authorizes the Administrative Agent, and agrees that the Administrative Agent shall be entitled (a) at any time after delivery of the Collection Notices, to endorse the Seller's name on checks and other instruments representing Collections, (b) at any time after the occurrence of a Liquidation Event, to enforce the Receivables, the related Contracts and the Related Security, and (c) at any time after the occurrence of a Liquidation Event, to take such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Receivables to come into the possession of the Administrative Agent rather than the Seller. SECTION 8.4 RESPONSIBILITIES OF THE SELLER. Anything herein to the contrary notwithstanding, the exercise by the Administrative Agent, on behalf of Blue Ridge, of the Administrative Agent's rights hereunder shall not release the Master Servicer, any Originator or the Seller from any of their duties or obligations with respect to any Receivables or under the related Contracts. The Administrative Agent and Blue Ridge shall have no obligation or liability with respect to any Receivables or related Contracts, nor shall any of them be obligated to perform the obligations of the Seller or any Originator thereunder. SECTION 8.5 MONTHLY REPORTS. The Master Servicer shall prepare and forward to the Administrative Agent (a) on each Monthly Reporting Date, a Monthly Report and an electronic file of the data contained therein and (b) at such times as the Administrative Agent shall request, a listing by Obligor of all Receivables together with an aging of such Receivables; PROVIDED, however, that the Administrative Agent may request that the Master Servicer deliver a Monthly Report more frequently than monthly; provided, further that prior to the occurrence of an Unmatured 25

Liquidation Event or a Liquidation Event, the Administrative Agent shall not require a Monthly Report to be delivered more than once per week. SECTION 8.6 SERVICING FEE. As compensation for the Master Servicer's servicing activities on their behalf, the Master Servicer shall be paid the Servicing Fee in arrears on each Settlement Date out of Collections. ARTICLE IX LIQUIDATION EVENTS SECTION 9.1 LIQUIDATION EVENTS.

Liquidation Event or a Liquidation Event, the Administrative Agent shall not require a Monthly Report to be delivered more than once per week. SECTION 8.6 SERVICING FEE. As compensation for the Master Servicer's servicing activities on their behalf, the Master Servicer shall be paid the Servicing Fee in arrears on each Settlement Date out of Collections. ARTICLE IX LIQUIDATION EVENTS SECTION 9.1 LIQUIDATION EVENTS. The occurrence of any one or more of the following events shall constitute a Liquidation Event: (a) Any of the Seller Parties shall fail to make any payment or deposit required to be made by it under the Transaction Documents when due and such failure continues for two (2) consecutive Business Days. (b) Any representation, warranty, certification or statement made by any of the Seller Parties in any Transaction Document to which it is a party or in any other document delivered pursuant thereto shall prove to have been incorrect in any material respect when made or deemed made. (c) [Reserved]. (d) Any of the Seller Parties shall fail to perform or observe any covenant or agreement under any Transaction Documents (except as described in clause (a) of this Section 9.1) and such failure shall continue for fifteen (15) days after the earlier of (i) written notice thereof shall have been given by the Administrative Agent to such Seller Party or (ii) such Seller Party shall have otherwise become aware of such failure. (e) Failure of the Seller to pay any Indebtedness (other than the Aggregate Unpaids) when due or the default by the Seller in the performance of any term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of the Seller shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (f) Failure of T&B Corp. or any of its Subsidiaries other than the Seller to pay any Material Indebtedness when due; or T&B Corp. at any time has either (x) less than $50,000,000 in cash or (y) less than $50,000,000 under available committed lines of credit; or any Material Indebtedness of T&B Corp. or any of its Subsidiaries other than the Seller shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. 26

(g) An Event of Bankruptcy shall occur with respect to any Seller Party or any of its Subsidiaries. (h) As at the end of any Collection Period: (i) the Delinquency Ratio shall exceed 2.5%, (ii) the Default Ratio shall exceed 2.2%, or (iii) the Dilution Ratio shall exceed 18.0%. (i) A Change of Control shall occur.

(g) An Event of Bankruptcy shall occur with respect to any Seller Party or any of its Subsidiaries. (h) As at the end of any Collection Period: (i) the Delinquency Ratio shall exceed 2.5%, (ii) the Default Ratio shall exceed 2.2%, or (iii) the Dilution Ratio shall exceed 18.0%. (i) A Change of Control shall occur. (j) (i) One or more final judgments for the payment of money in an aggregate amount of $10,750 or more shall be entered against the Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $20,000,000, individually or in the aggregate, shall be entered against the Master Servicer or any Originator or any of their respective Subsidiaries (other than the Seller) on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution or any action shall be legally taken by a judgment creditor to levy upon assets or properties of the Master Servicer, any Originator, or the Seller to enforce any such judgment. (k) The "Termination Date" under and as defined in the Receivables Contribution Agreement and the Receivables Transfer Agreement shall occur under the Receivables Contribution Agreement or the Receivables Transfer Agreement, respectively, or any Originator shall for any reason cease to transfer, or cease to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to T&B Corp. under the Receivables Transfer Agreement or to the Seller under the Receivables Contribution Agreement. (l) This Agreement shall terminate in whole or in part (except in accordance with its terms), or shall cease to be effective or to be the legally valid, binding and enforceable obligation of the Seller, or any Obligor shall directly or indirectly contest in any manner such effectiveness, validity, binding nature or enforceability, or the Administrative Agent for the benefit of the Secured Parties shall cease to have a valid and perfected first priority security interest in the Purchased Assets. (m) On any Settlement Date, after giving effect to the turnover of Collections by the Master Servicer on such date and the application thereof to the Aggregate Unpaids in accordance with this Agreement, either (i) the Aggregate Invested Amount shall exceed the Purchase Limit or (ii) the aggregate of the Receivables Interests shall exceed 100%. (n) Any Originator or the Master Servicer shall make any material change in the policies as to origination of Receivables or in the Credit and Collection Policy, without the prior written consent of the Administrative Agent. (o) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with regard to any of the Purchased Assets and such lien shall not have been 27

released within the earlier to occur of (i) seven (7) days or, (ii) the day on which the Administrative Agent or Blue Ridge becomes aware of such filing, or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the Purchased Assets. (p) Except such matters as described on EXHIBIT XI delivered on the Closing Date, any Plan of T&B Corp. or any of its ERISA Affiliates: (i) shall fail to be funded in accordance with the minimum funding standard required by applicable law, the terms of such Plan, Section 412 of the Tax Code or Section 302 of ERISA for any plan year or a waiver of such standard is sought or granted with respect to such Plan under applicable law, the terms of such Plan or Section 412 of the Tax Code or Section 303 of ERISA; or

released within the earlier to occur of (i) seven (7) days or, (ii) the day on which the Administrative Agent or Blue Ridge becomes aware of such filing, or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the Purchased Assets. (p) Except such matters as described on EXHIBIT XI delivered on the Closing Date, any Plan of T&B Corp. or any of its ERISA Affiliates: (i) shall fail to be funded in accordance with the minimum funding standard required by applicable law, the terms of such Plan, Section 412 of the Tax Code or Section 302 of ERISA for any plan year or a waiver of such standard is sought or granted with respect to such Plan under applicable law, the terms of such Plan or Section 412 of the Tax Code or Section 303 of ERISA; or (ii) is being, or has been, terminated or the subject of termination proceedings under applicable law or the terms of such Plan; or (iii) shall require T&B Corp. or any of its ERISA Affiliates to provide security under applicable law, the terms of such Plan, Section 401 or 412 of the Tax Code or Section 306 or 307 of ERISA; or (iv) results in a liability to T&B Corp. or any of its ERISA Affiliates under applicable law, the terms of such Plan, or Title IV ERISA; and such failure, waiver, termination or other event results in a liability to the PBGC or with respect to such Plan that could reasonably be expected to have a Material Adverse Effect. (q) Any event shall occur which (i) materially and adversely impairs the ability of the Originators to originate Receivables of a credit quality that is at least equal to the credit quality of the Receivables sold or contributed to the Seller on the date of this Agreement or (ii) has, or could be reasonably expected to have a Material Adverse Effect. (r) The Net Pool Balance shall at any time be less than an amount equal to the sum of (i) the Aggregate Invested Amount plus (ii) the Required Reserve. SECTION 9.2 REMEDIES. Upon the occurrence and during the continuation of a Liquidation Event, the Administrative Agent may, or upon the direction of the Required Liquidity Banks shall, take any of the following actions: (a) replace the Person then acting as Master Servicer, (b) declare the Facility Termination Date to have occurred, whereupon Reinvestments shall immediately terminate and the Facility Termination Date shall forthwith occur, all without demand, protest or further notice of any kind, all of which are hereby expressly waived by the Seller Party; PROVIDED, HOWEVER, that upon the occurrence of an Event of Bankruptcy with respect to the Seller Party, the Facility Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Seller Party, (c) deliver the Collection Notices to the Collection Banks, (d) exercise all rights and remedies of a secured party upon default under the UCC and other applicable laws, and (e) notify Obligors of the 28

Administrative Agent's security interest in the Receivables and other Purchased Assets. The aforementioned rights and remedies shall be without limitation, and shall be in addition to all other rights and remedies of the Administrative Agent and Blue Ridge otherwise available under any other provision of this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the UCC, all of which rights shall be cumulative. ARTICLE X INDEMNIFICATION

Administrative Agent's security interest in the Receivables and other Purchased Assets. The aforementioned rights and remedies shall be without limitation, and shall be in addition to all other rights and remedies of the Administrative Agent and Blue Ridge otherwise available under any other provision of this Agreement, by operation of law, at equity or otherwise, all of which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the UCC, all of which rights shall be cumulative. ARTICLE X INDEMNIFICATION SECTION 10.1 INDEMNITIES BY THE SELLER PARTIES. Without limiting any other rights that the Administrative Agent or Blue Ridge may have hereunder or under applicable law, (a) the Seller hereby agrees to indemnify (and pay upon demand to) the Administrative Agent, Blue Ridge, each of the Liquidity Banks and each of the respective assigns, officers, directors, agents and employees of the foregoing (each, an "INDEMNIFIED PARTY") from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys' fees (which attorneys may be employees of the Administrative Agent or another Indemnified Party) and disbursements (all of the foregoing being collectively referred to as "INDEMNIFIED AMOUNTS") awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by Blue Ridge or any of its Liquidity Banks of an interest in the Receivables, and (b) the Master Servicer hereby agrees to indemnify (and pay upon demand to) each Indemnified Party for Indemnified Amounts awarded against or incurred by any of them arising out of the Master Servicer's activities as Master Servicer hereunder EXCLUDING, HOWEVER, in all of the foregoing instances under the preceding CLAUSES (a) and (b): (i) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; (ii) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or (iii) taxes imposed by the jurisdiction in which such Indemnified Party's principal executive office is located, on or measured by the overall net income of such Indemnified Party to the extent that the computation of such taxes is consistent with the characterization for income tax purposes of the acquisition by Blue Ridge of Receivables as a loan or loans by Blue Ridge to the Seller secured by the Receivables, the Related Security, the Collection Accounts and the Collections; PROVIDED, HOWEVER, that nothing contained in this sentence shall limit the liability of the Seller Party or limit the recourse of Blue Ridge to the Seller Party for amounts otherwise specifically provided to be paid by the Seller Party under the terms of this Agreement. Without limiting the 29

generality of the foregoing indemnification, the Seller shall indemnify the Administrative Agent and Blue Ridge for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to the Seller or the Master Servicer) relating to or resulting from: (i) any representation or warranty made by the Seller Party or any Originator (or any officers of any such Person) under or in connection with this Agreement, any other Transaction Document or any other information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made; (ii) the failure by the Seller, the Master Servicer or any Originator to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or

generality of the foregoing indemnification, the Seller shall indemnify the Administrative Agent and Blue Ridge for Indemnified Amounts (including, without limitation, losses in respect of uncollectible receivables, regardless of whether reimbursement therefor would constitute recourse to the Seller or the Master Servicer) relating to or resulting from: (i) any representation or warranty made by the Seller Party or any Originator (or any officers of any such Person) under or in connection with this Agreement, any other Transaction Document or any other information or report delivered by any such Person pursuant hereto or thereto, which shall have been false or incorrect when made or deemed made; (ii) the failure by the Seller, the Master Servicer or any Originator to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable law, rule or regulation or any failure of any Originator to keep or perform any of its obligations, express or implied, with respect to any Contract; (iii) any failure of the Seller, the Master Servicer or any Originator to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document; (iv) any products liability, personal injury or damage suit, or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable; (v) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) the commingling of Collections of Receivables at any time with other funds; (vii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the use of the proceeds of any Purchase, the Purchased Assets or any other investigation, litigation or proceeding relating to the Seller, the Master Servicer or any Originator in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby; (viii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; (ix) any Liquidation Event of the type described in SECTION 9.1(g); 30

(x) any failure of the Seller to acquire and maintain legal and equitable title to, and ownership of any of the Purchased Assets from the T&B Corp., free and clear of any Adverse Claim (other than as created hereunder); or any failure of the Seller to give reasonably equivalent value to T&B Corp. under the Receivables Contribution Agreement in consideration of the transfer by T&B Corp. of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action; (xi) any failure to vest and maintain vested in the Administrative Agent for the benefit of Blue Ridge, or to transfer to the Administrative Agent for the benefit of the Secured Parties, a valid first priority perfected security interests in the Purchased Assets, free and clear of any Adverse Claim (except as created by the Transaction Documents); (xii) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Purchased Assets, and the proceeds thereof, whether at the time of any Purchase or at any subsequent time;

(x) any failure of the Seller to acquire and maintain legal and equitable title to, and ownership of any of the Purchased Assets from the T&B Corp., free and clear of any Adverse Claim (other than as created hereunder); or any failure of the Seller to give reasonably equivalent value to T&B Corp. under the Receivables Contribution Agreement in consideration of the transfer by T&B Corp. of any Receivable, or any attempt by any Person to void such transfer under statutory provisions or common law or equitable action; (xi) any failure to vest and maintain vested in the Administrative Agent for the benefit of Blue Ridge, or to transfer to the Administrative Agent for the benefit of the Secured Parties, a valid first priority perfected security interests in the Purchased Assets, free and clear of any Adverse Claim (except as created by the Transaction Documents); (xii) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Purchased Assets, and the proceeds thereof, whether at the time of any Purchase or at any subsequent time; (xiii) any action or omission by the Seller Party which reduces or impairs the rights of the Administrative Agent or Blue Ridge with respect to any Purchased Assets or the value of any Purchased Assets; (xiv) any attempt by any Person to void any Purchase or the Administrative Agent's security interest in the Purchased Assets under statutory provisions or common law or equitable action; and (xv) the failure of any Receivable included in the calculation of the Net Pool Balance as an Eligible Receivable to be an Eligible Receivable at the time so included. SECTION 10.2 INCREASED COST AND REDUCED RETURN. If after the date hereof, any Funding Source shall be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy) or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (a "REGULATORY CHANGE"): that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by SECTION 10.1) or (b) that imposes, modifies or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of a Funding Source, or credit extended by a Funding Source pursuant to a Funding Agreement or (c) that imposes any other condition the result of which is to increase the cost to a Funding Source of performing its 31

obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Administrative Agent, the Seller shall pay to the Administrative Agent, for the benefit of the relevant Funding Source, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. SECTION 10.3 OTHER COSTS AND EXPENSES. The Seller shall pay to the Administrative Agent and Blue Ridge on demand all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of Blue Ridge's auditors auditing the books, records and procedures of the Seller, reasonable fees and out-ofpocket expenses of legal counsel for Blue Ridge and the Administrative Agent (which such counsel may be

obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Administrative Agent, the Seller shall pay to the Administrative Agent, for the benefit of the relevant Funding Source, such amounts charged to such Funding Source or such amounts to otherwise compensate such Funding Source for such increased cost or such reduction. SECTION 10.3 OTHER COSTS AND EXPENSES. The Seller shall pay to the Administrative Agent and Blue Ridge on demand all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, including without limitation, the cost of Blue Ridge's auditors auditing the books, records and procedures of the Seller, reasonable fees and out-ofpocket expenses of legal counsel for Blue Ridge and the Administrative Agent (which such counsel may be employees of Blue Ridge or the Administrative Agent) with respect thereto and with respect to advising Blue Ridge and the Administrative Agent as to their respective rights and remedies under this Agreement. The Seller shall pay to the Administrative Agent on demand any and all costs and expenses of the Administrative Agent and Blue Ridge, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following a Liquidation Event. The Seller shall reimburse Blue Ridge on demand for all other costs and expenses incurred by Blue Ridge ("OTHER COSTS"), including, without limitation, the cost of auditing Blue Ridge's books by certified public accountants, the cost of rating the Commercial Paper by independent financial rating agencies, and the reasonable fees and out-of-pocket expenses of counsel for Blue Ridge or any counsel for any shareholder of Blue Ridge with respect to advising Blue Ridge or such shareholder as to matters relating to Blue Ridge's operations. SECTION 10.4 ALLOCATIONS. Blue Ridge shall allocate the liability for Other Costs among the Seller and other Persons with whom Blue Ridge has entered into agreements to purchase interests in or finance receivables and other financial assets ("OTHER CUSTOMERS"). If any Other Costs are attributable to the Seller and not attributable to any Other Customer, the Seller shall be solely liable for such Other Costs. However, if Other Costs are attributable to Other Customers and not attributable to the Seller, such Other Customer shall be solely liable for such Other Costs. All allocations to be made pursuant to the foregoing provisions of this ARTICLE X shall be made by Blue Ridge in its sole discretion and shall be binding on the Seller and the Master Servicer. 32

ARTICLE XI THE ADMINISTRATIVE AGENT SECTION 11.1 AUTHORIZATION AND ACTION. Blue Ridge, on behalf of itself and its assigns, hereby designates and appoints Wachovia to act as its agent under the Liquidity Agreement, this Agreement and under each other Transaction Document, and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Liquidity Agreement, this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto, including, without limitation, the power to perfect all security interests granted under the Transaction Documents. The provisions of Article 6 of the Liquidity Agreement are hereby incorporated by this reference with the same force and effect as if fully set forth herein, and shall govern the relationship between the Administrative Agent, on the one hand, and Blue Ridge, on the other. ARTICLE XII

ARTICLE XI THE ADMINISTRATIVE AGENT SECTION 11.1 AUTHORIZATION AND ACTION. Blue Ridge, on behalf of itself and its assigns, hereby designates and appoints Wachovia to act as its agent under the Liquidity Agreement, this Agreement and under each other Transaction Document, and authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Liquidity Agreement, this Agreement and the other Transaction Documents together with such powers as are reasonably incidental thereto, including, without limitation, the power to perfect all security interests granted under the Transaction Documents. The provisions of Article 6 of the Liquidity Agreement are hereby incorporated by this reference with the same force and effect as if fully set forth herein, and shall govern the relationship between the Administrative Agent, on the one hand, and Blue Ridge, on the other. ARTICLE XII ASSIGNMENTS AND PARTICIPATIONS SECTION 12.1 ASSIGNMENTS AND PARTICIPATIONS BY BLUE RIDGE. Each of the parties hereto, on behalf of its successors and assigns, hereby agrees and consents to the complete or partial sale by Blue Ridge of all or any portion of its rights under, interest in, title to and obligations under this Agreement to the Liquidity Banks pursuant to the Liquidity Agreement, regardless of whether such sale constitutes an assignment or the sale of a participation in such rights and obligations. SECTION 12.2 PROHIBITION ON ASSIGNMENTS BY THE SELLER PARTIES. No Seller Party may assign any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent and each of Blue Ridge and without satisfying the Rating Agency Condition. 33

ARTICLE XIII MISCELLANEOUS SECTION 13.1 WAIVERS AND AMENDMENTS. (a) No failure or delay on the part of the Administrative Agent or Blue Ridge in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this SECTION 13.1(b). Blue Ridge, the Seller and the Administrative Agent, at the direction of the Required Liquidity Banks, may enter into written modifications or waivers of any provisions of this Agreement, PROVIDED, HOWEVER, that no such modification or waiver shall: (i) without the consent of Blue Ridge and each affected Liquidity Bank, (A) extend the Liquidity Termination Date or the date of any payment or deposit of Collections by the Seller or the Master Servicer, (B) reduce the rate or extend the time of payment of Yield or any CP Costs (or any component of Yield or CP Costs), (C) reduce any fee payable to the Administrative Agent for the benefit of Blue Ridge, (D) change the Invested Amount of any

ARTICLE XIII MISCELLANEOUS SECTION 13.1 WAIVERS AND AMENDMENTS. (a) No failure or delay on the part of the Administrative Agent or Blue Ridge in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing in accordance with the provisions of this SECTION 13.1(b). Blue Ridge, the Seller and the Administrative Agent, at the direction of the Required Liquidity Banks, may enter into written modifications or waivers of any provisions of this Agreement, PROVIDED, HOWEVER, that no such modification or waiver shall: (i) without the consent of Blue Ridge and each affected Liquidity Bank, (A) extend the Liquidity Termination Date or the date of any payment or deposit of Collections by the Seller or the Master Servicer, (B) reduce the rate or extend the time of payment of Yield or any CP Costs (or any component of Yield or CP Costs), (C) reduce any fee payable to the Administrative Agent for the benefit of Blue Ridge, (D) change the Invested Amount of any Receivable Interest, (E) amend, modify or waive any provision of the definition of Required Liquidity Banks or this SECTION 13.1(b), (F) consent to or permit the assignment or transfer by the Seller of any of its rights and obligations under this Agreement, (G) change the definition of "Eligible Receivable," "Loss Reserve," "Dilution Reserve," "Yield Reserve," "Servicing Reserve," "Servicing Fee Rate," "Required Reserve" or "Required Reserve Factor Floor" or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in CLAUSES (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses; or (ii) without the written consent of the then Administrative Agent, amend, modify or waive any provision of this Agreement if the effect thereof is to affect the rights or duties of such Administrative Agent, and any material amendment, waiver or other modification of this Agreement shall require satisfaction of the Rating Agency Condition. SECTION 13.2 NOTICES. Except as provided in this SECTION 13.2, all communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on the signature pages hereof or at such other address or telecopy 34

number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (a) if given by telecopy, upon the receipt thereof, (b) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (c) if given by any other means, when received at the address specified in this SECTION 13.2. The Seller hereby authorizes the Administrative Agent to effect Purchases and Interest Period and Yield Rate selections based on telephonic notices made by any Person whom the Administrative Agent in good faith believes to be acting on behalf of the Seller. The Seller agrees to deliver promptly to the Administrative Agent a written confirmation of each telephonic notice signed by an authorized officer of the Seller; PROVIDED, HOWEVER, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs from the action taken by the Administrative Agent, the records of the Administrative Agent shall govern absent manifest error.

number as such Person may hereafter specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (a) if given by telecopy, upon the receipt thereof, (b) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (c) if given by any other means, when received at the address specified in this SECTION 13.2. The Seller hereby authorizes the Administrative Agent to effect Purchases and Interest Period and Yield Rate selections based on telephonic notices made by any Person whom the Administrative Agent in good faith believes to be acting on behalf of the Seller. The Seller agrees to deliver promptly to the Administrative Agent a written confirmation of each telephonic notice signed by an authorized officer of the Seller; PROVIDED, HOWEVER, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs from the action taken by the Administrative Agent, the records of the Administrative Agent shall govern absent manifest error. SECTION 13.3 PROTECTION OF ADMINISTRATIVE AGENT'S SECURITY INTEREST. (a) The Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that the Administrative Agent may request, to perfect, protect or more fully evidence the Administrative Agent's security interest in the Purchased Assets, or to enable the Administrative Agent or Blue Ridge to exercise and enforce their rights and remedies hereunder. At any time, the Administrative Agent may, or the Administrative Agent may direct the Seller or the Master Servicer to, notify the Obligors of Receivables, at the Seller's expense, of the ownership or security interests of Blue Ridge under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to the Administrative Agent or its designee. The Seller or the Master Servicer (as applicable) shall, at the Administrative Agent's request, withhold the identities of the Administrative Agent and Blue Ridge in any such notification. (b) If the Seller Party fails to perform any of its obligations hereunder, the Administrative Agent or Blue Ridge may (but shall not be required to) perform, or cause performance of, such obligations, and the Administrative Agent's or Blue Ridge's costs and expenses incurred in connection therewith shall be payable by the Seller as provided in SECTION 10.3. The Seller Party irrevocably authorizes the Administrative Agent at any time and from time to time in the sole discretion of the Administrative Agent, and appoints the Administrative Agent as its attorney-in-fact, to act on behalf of the Seller Party (i) to execute on behalf of the Seller as debtor and to file financing statements necessary or desirable in the Administrative Agent's sole discretion to perfect and to maintain the perfection and priority of the interest of Blue Ridge in the Receivables and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as the Administrative Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Administrative Agent's security interest in the Purchased Assets, for the benefit of the Secured Parties. This appointment is coupled with an interest and is irrevocable. Each of the Seller Parties hereby (A) authorizes the Administrative Agent to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of 35

the Seller Party, in such form and in such offices as the Administrative Agent reasonably determines appropriate to perfect or maintain the perfection of the security interest of the Administrative Agent hereunder, (B) acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Administrative Agent, consenting to the form and substance of such filing or recording document, and (C) approves, authorizes and ratifies any filings or recordings made by or on behalf of the Administrative Agent in connection with the perfection of the security interests in favor of the Seller or the Administrative Agent. SECTION 13.4 CONFIDENTIALITY. (a) Each of the Seller Parties shall maintain and shall cause each of its employees and officers to maintain the confidentiality of this Agreement and the other confidential or proprietary information with respect to the Administrative Agent and Blue Ridge and their respective businesses obtained by it or them in connection with the

the Seller Party, in such form and in such offices as the Administrative Agent reasonably determines appropriate to perfect or maintain the perfection of the security interest of the Administrative Agent hereunder, (B) acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Administrative Agent, consenting to the form and substance of such filing or recording document, and (C) approves, authorizes and ratifies any filings or recordings made by or on behalf of the Administrative Agent in connection with the perfection of the security interests in favor of the Seller or the Administrative Agent. SECTION 13.4 CONFIDENTIALITY. (a) Each of the Seller Parties shall maintain and shall cause each of its employees and officers to maintain the confidentiality of this Agreement and the other confidential or proprietary information with respect to the Administrative Agent and Blue Ridge and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that the Seller Party and its officers and employees may disclose such information to the Seller Party's external accountants and attorneys and as required by any applicable law or order of any judicial or administrative proceeding. (b) Anything herein to the contrary notwithstanding, the Seller Party hereby consents to the disclosure of any nonpublic information with respect to it (i) to the Administrative Agent, the Liquidity Banks or Blue Ridge by each other, (ii) by the Administrative Agent or Blue Ridge to any prospective or actual assignee or participant of any of them who executes a confidentiality agreement for the benefit of the Seller and T&B Corp. on terms comparable to those required of the parties hereunder with respect to such disclosed information and (iii) by the Administrative Agent to any rating agency, Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to Blue Ridge or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which Wachovia acts as the administrative agent and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing, PROVIDED THAT each such Person is informed of the confidential nature of such information. In addition, Blue Ridge and the Administrative Agent may disclose any such nonpublic information pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law). (c) T& B Corp, the Administrative Agent, the Liquidity Banks and Blue Ridge each agree to maintain the confidence of all material nonpublic information provided by the Seller that is indicated to them as material nonpublic information, all in accordance with Regulation FD. SECTION 13.5 BANKRUPTCY PETITION. The Seller, the Master Servicer, the Administrative Agent and each Liquidity Bank hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of Blue Ridge, it will not institute against, or join 36

any other Person in instituting against, Blue Ridge any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. SECTION 13.6 LIMITATION OF LIABILITY. Except with respect to any claim arising out of the willful misconduct or gross negligence of Blue Ridge, the Administrative Agent or any Liquidity Bank, no claim may be made by the Seller Party or any other Person against Blue Ridge, the Administrative Agent or any Liquidity Bank or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Seller Party hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

any other Person in instituting against, Blue Ridge any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. SECTION 13.6 LIMITATION OF LIABILITY. Except with respect to any claim arising out of the willful misconduct or gross negligence of Blue Ridge, the Administrative Agent or any Liquidity Bank, no claim may be made by the Seller Party or any other Person against Blue Ridge, the Administrative Agent or any Liquidity Bank or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Seller Party hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. SECTION 13.7 CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW AND EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE OWNERSHIP INTEREST OF SELLER OR THE SECURITY INTEREST OF THE AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, IN ANY OF THE COLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK. SECTION 13.8 CONSENT TO JURISDICTION. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT, AND EACH SUCH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY PURCHASER TO BRING PROCEEDINGS AGAINST ANY SELLER PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY SELLER PARTY AGAINST THE AGENT OR ANY PURCHASER OR ANY AFFILIATE OF THE AGENT OR ANY PURCHASER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH 37

SELLER PARTY PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK. SECTION 13.9 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY SELLER PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER. SECTION 13.10 INTEGRATION; BINDING EFFECT; SURVIVAL OF TERMS.

SELLER PARTY PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK. SECTION 13.9 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY SELLER PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER. SECTION 13.10 INTEGRATION; BINDING EFFECT; SURVIVAL OF TERMS. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; PROVIDED, HOWEVER, that the rights and remedies with respect to (i) any breach of any representation and warranty made by the Seller Party pursuant to ARTICLE V, (ii) the indemnification and payment provisions of ARTICLE X, and SECTION 13.4 and SECTION 13.5 shall be continuing and shall survive any termination of this Agreement. (c) Each of the Seller Parties, Blue Ridge and the Administrative Agent hereby acknowledges and agrees that the Liquidity Banks are hereby made express third party beneficiaries of this Agreement and each of the other Transaction Documents. SECTION 13.11 COUNTERPARTS; SEVERABILITY; SECTION REFERENCES. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of a signature page to this Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to "Article," "Section," "Schedule" or "Exhibit" shall mean articles and sections of, and schedules and exhibits to, this Agreement. 38

SECTION 13.12 CHARACTERIZATION. (a) It is the intention of the parties hereto that each Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which Purchase shall provide the Blue Ridge with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to the Seller; PROVIDED, HOWEVER, that (i) the Seller shall be liable to Blue Ridge and the Administrative Agent for all representations, warranties, covenants and indemnities made by the Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by Blue Ridge or the Administrative Agent or any assignee thereof of any obligation of the Seller or any Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of the Seller or any Originator.

SECTION 13.12 CHARACTERIZATION. (a) It is the intention of the parties hereto that each Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which Purchase shall provide the Blue Ridge with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to the Seller; PROVIDED, HOWEVER, that (i) the Seller shall be liable to Blue Ridge and the Administrative Agent for all representations, warranties, covenants and indemnities made by the Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by Blue Ridge or the Administrative Agent or any assignee thereof of any obligation of the Seller or any Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of the Seller or any Originator. (b) In addition to any ownership interest which the Administrative Agent or Blue Ridge may from time to time acquire pursuant hereto, the Seller hereby grants to the Administrative Agent for the ratable benefit of Blue Ridge a valid and perfected security interest in all of the Seller's right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, and all proceeds of any thereof prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. The Administrative Agent, on behalf of Blue Ridge, shall have, in addition to the rights and remedies that it may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. [signature pages follow] 39

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers or attorneys-in-fact as of the date hereof. TBSPV, INC.
By: /s/ Thomas C. Oviatt --------------------------------------Name: Thomas C. Oviatt Title: Treasurer

Address:

c/o Thomas & Betts Corporation 8155 T&B Boulevard Memphis, TN 38125 Telephone: (901) 252-5942 Fax: (901) 252-1345 with a copy to: Thomas & Betts Corporation Attn: Vice President - General Counsel 8155 T&B Boulevard Memphis, TN 38125 Fax: (901) 252-1372 THOMAS & BETTS CORPORATION
By: /s/ Thomas C. Oviatt --------------------------------------

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers or attorneys-in-fact as of the date hereof. TBSPV, INC.
By: /s/ Thomas C. Oviatt --------------------------------------Name: Thomas C. Oviatt Title: Treasurer

Address:

c/o Thomas & Betts Corporation 8155 T&B Boulevard Memphis, TN 38125 Telephone: (901) 252-5942 Fax: (901) 252-1345 with a copy to: Thomas & Betts Corporation Attn: Vice President - General Counsel 8155 T&B Boulevard Memphis, TN 38125 Fax: (901) 252-1372 THOMAS & BETTS CORPORATION
By: /s/ Thomas C. Oviatt -------------------------------------Name: Thomas C. Oviatt Title: Treasurer

Address:

8155 T&B Boulevard Memphis, TN 38125 Telephone: (901) 252-5942 Fax: (901) 252-1345 with a copy to: Thomas & Betts Corporation Attn: Vice President-General Counsel 8155 T&B Boulevard Memphis, TN 38125 Fax: (901) 252-1372

BLUE RIDGE ASSET FUNDING CORPORATION By: Wachovia Bank, N.A., as Attorney-in-Fact

BLUE RIDGE ASSET FUNDING CORPORATION By: Wachovia Bank, N.A., as Attorney-in-Fact
By: /s/ Kenny Karpowicz -------------------------------------Name: Kenny Karpowicz ------------------------------------Title: Vice President -----------------------------------

Address:

c/o Wachovia Bank, N.A., as Administrative Agent 100 North Main Street Winston-Salem, NC 27150 Telephone: (336) 735-6097 Fax: (336) 735-6099 WACHOVIA BANK, N.A., as a Liquidity Bank and as Administrative Agent
By: /s/ W. Adrian Jordan -------------------------------------Name: W. Adrian Jordan -----------------------------------Title: Senior Vice President -----------------------------------

Address:

191 Peachtree Street, N.E., GA-423 Atlanta, Georgia 30303 Telephone: (404) 332-1398 Fax: (404) 332-5152

EXHIBIT I DEFINITIONS As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): ACCRETED MONTHLY VID RESERVE AMOUNT: For any Collection Period, the sum of (a) the Monthly VID Reserve Amount for such Collection Period and (b) the aggregate of all Monthly VID Reserve Amounts for all Collection Periods preceding such Collection Period. By way of example, if the Closing Date occurs in September 2001, the Accreted Monthly VID Reserve Amount for the October 2001 Collection Period will be $17.5 million, for the November 2001 Collection Period, $19 million, for the December 2001 Collection Period, $20 million and for the January 2002 Collection Period, $21.75 million.

EXHIBIT I DEFINITIONS As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): ACCRETED MONTHLY VID RESERVE AMOUNT: For any Collection Period, the sum of (a) the Monthly VID Reserve Amount for such Collection Period and (b) the aggregate of all Monthly VID Reserve Amounts for all Collection Periods preceding such Collection Period. By way of example, if the Closing Date occurs in September 2001, the Accreted Monthly VID Reserve Amount for the October 2001 Collection Period will be $17.5 million, for the November 2001 Collection Period, $19 million, for the December 2001 Collection Period, $20 million and for the January 2002 Collection Period, $21.75 million. ADDITIONAL VID RESERVE AMOUNT: For any Collection Period, the excess of (a) the Adjusted VID Reserve Amount for such Collection Period OVER (b) the VID Balance for such Collection Period. ADJUSTED DILUTION RATIO: At any time, (a) from the Closing Date to the first day of the ninth Collection Period occurring after the Closing Date, the average of the Dilution Ratio for the eight (8) Collection Periods then most recently ended, (b) from and after the first day of the ninth Collection Period until the first day of the thirteenth Collection Period, the ratio (expressed as a percentage) computed by dividing (i) the sum of the Dilution Ratios for the preceding Collection Periods occurring from the Closing Date until such date of determination and (ii) the number of the preceding Collection Periods occurring in clause (i) and (c) for any day from and after the first day of the thirteenth Collection Period, the rolling average of the Dilution Ratio for the twelve( 12) Collection Periods then most recently ended. ADJUSTED VID RESERVE AMOUNT: For any Collection Period, the excess of (a) the Accreted Monthly VID Reserve Amount for such Collection Period over (b) the Aggregate VID Balance Amount for such Collection Period. ADMINISTRATIVE AGENT: As defined in the preamble to this Agreement. ADMINISTRATIVE AGENT'S ACCOUNT: Account #8735-098787 at Wachovia Bank, N.A., ABA #053100494. ADVERSE CLAIM: A lien, security interest, charge or encumbrance, or other right or claim in, of or on any Person's assets or properties in favor of any other Person. ADVERTISING RESERVE: The product of the Advertising Reserve Factor and the aggregate Sales generated by the Originators during the current Monthly Period. ADVERTISING RESERVE FACTOR: .01. AFFILIATE: With respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person or any Subsidiary of I-1

such Person. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise. AGGREGATE INVESTED AMOUNT: On any date of determination, the aggregate Invested Amount of all Receivable Interests outstanding on such date. AGGREGATE REDUCTION: As defined in SECTION 1.3(b).

such Person. A Person shall be deemed to control another Person if the controlling Person owns 10% or more of any class of voting securities of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise. AGGREGATE INVESTED AMOUNT: On any date of determination, the aggregate Invested Amount of all Receivable Interests outstanding on such date. AGGREGATE REDUCTION: As defined in SECTION 1.3(b). AGGREGATE UNPAIDS: At any time, an amount equal to the sum of (i) the Aggregate Invested Amount, plus (ii) all Recourse Obligations (whether due or accrued) at such time. AGGREGATE VID BALANCE AMOUNT: For any Collection Period occurring (a) prior to the March 2002 Collection Period, $0 and (b) from and after the March 2002 Collection Period, the sum of the VID Balance for such Collection Period and the aggregate of all of the VID Balances for all preceding Collection Periods. AGREEMENT: This Receivables Purchase Agreement, as it may be amended or modified and in effect from time to time. ALTERNATE BASE RATE: For any day, the rate per annum equal to the higher as of such day of (i) the Prime Rate, or (ii) one-half of one percent (0.50%) above the Federal Funds Rate. For purposes of determining the Alternate Base Rate for any day, changes in the Prime Rate or the Federal Funds Rate shall be effective on the date of each such change. ALTERNATIVE MONTHLY VID AMOUNT: For any Collection Period, the amount designated from time to time in writing by the Administrative Agent to the Seller and the Servicer. AMORTIZATION DATE: The earliest to occur of (i) the day on which any of the conditions precedent set forth in SECTION 6.2 are not satisfied, (ii) the Business Day immediately prior to the occurrence of an Event of Bankruptcy with respect to the Seller Party, (iii) the Business Day specified in a written notice from the Administrative Agent following the occurrence of any other Liquidation Event, and (iv) the date which is thirty (30) Business Days after the Administrative Agent's receipt of written notice from the Seller that it wishes to terminate the facility evidenced by this Agreement. AUTHORIZED OFFICER: With respect to any Person, its president, corporate controller, treasurer or chief financial officer. BLUE RIDGE: As defined in the preamble to this Agreement. BLUE RIDGE'S PORTION: On any date of determination, the sum of the percentages represented by the Receivable Interests. BORROWER SECURITY AGREEMENT: That certain Borrower Security Agreement, dated as of July 1, 2001 by and between T&B Corp. and Wachovia Bank, N.A., as administrative agent for the benefit of itself and the banks party to the Credit Facility. I-2

BROKEN FUNDING COSTS: For any Receivable Interest which: (i) has its Invested Amount reduced without compliance by the Seller with the notice requirements hereunder or (ii) does not become subject to an Aggregate Reduction following the delivery of any Reduction Notice or (iii) is assigned by Blue Ridge to the Liquidity Banks under the Liquidity Agreement or terminated prior to the date on which it was originally scheduled to end; an amount equal to the excess, if any, of (A) the CP Costs or Yield (as applicable) that would have accrued during the remainder of the Interest Periods or the tranche periods for Commercial Paper determined by the Administrative Agent to relate to such Receivable Interest (as applicable) subsequent to the date of such reduction, assignment or termination (or in respect of CLAUSE (ii) above, the date such Aggregate Reduction

BROKEN FUNDING COSTS: For any Receivable Interest which: (i) has its Invested Amount reduced without compliance by the Seller with the notice requirements hereunder or (ii) does not become subject to an Aggregate Reduction following the delivery of any Reduction Notice or (iii) is assigned by Blue Ridge to the Liquidity Banks under the Liquidity Agreement or terminated prior to the date on which it was originally scheduled to end; an amount equal to the excess, if any, of (A) the CP Costs or Yield (as applicable) that would have accrued during the remainder of the Interest Periods or the tranche periods for Commercial Paper determined by the Administrative Agent to relate to such Receivable Interest (as applicable) subsequent to the date of such reduction, assignment or termination (or in respect of CLAUSE (ii) above, the date such Aggregate Reduction was designated to occur pursuant to the Reduction Notice) of the Invested Amount of such Receivable Interest if such reduction, assignment or termination had not occurred or such Reduction Notice had not been delivered, over (B) the sum of (1) to the extent all or a portion of such Invested Amount is allocated to another Receivable Interest, the amount of CP Costs or Yield actually accrued during the remainder of such period on such Invested Amount for the new Receivable Interest, and (2) to the extent such Invested Amount is not allocated to another Receivable Interest, the income, if any, actually received during the remainder of such period by the holder of such Receivable Interest from investing the portion of such Invested Amount not so allocated. All Broken Funding Costs shall be due and payable hereunder upon demand. BUSINESS DAY: Any day on which banks are not authorized or required to close in New York, New York or Atlanta, Georgia, and The Depository Trust Company of New York is open for business, and, if the applicable Business Day relates to any computation or payment to be made with respect to the LIBO Rate, any day on which dealings in dollar deposits are carried on in the London interbank market. CASH DISCOUNT RESERVE: The product of the Cash Discount Reserve Factor times the aggregate Sales generated by the Originators during the current Monthly Period. CASH DISCOUNT RESERVE FACTOR: .95. CHANGE OF CONTROL: (i) the acquisition by any Person, or two or more Persons acting in concert, of beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934) of 20% or more of the outstanding shares of voting stock of T&B Corp., (ii) T&B Corp. ceases to own 100% of the outstanding equity of each Originator or (iii) T&B Corp. ceases to own 100% of the outstanding shares of voting stock of the Seller. COLLECTION ACCOUNT: Each concentration account, depositary account, lock-box account or similar account in which any Collections are collected or deposited and which is listed on EXHIBIT IV. COLLECTION ACCOUNT AGREEMENT: An agreement substantially in the form of EXHIBIT VI among an Originator, Master Servicer, the Seller, the Administrative Agent and/or a Collection Bank. COLLECTION ACCOUNT REQUIREMENT: Each of (i) the account number 1233-923604 in the name of T&B Corp. maintained with Bank of America and account number 67-795227 in the name of I-3

Occidental Coatings of Alabama maintained with SouthTrust Bank shall have been closed and each such bank shall have been directed to remit amounts received in such accounts to a Collection Account and (ii) all Obligors remitting payments to the accounts mentioned in the foregoing clause (i) shall have been instructed to remit payments to a Collection Account. COLLECTION BANK: At any time, any of the banks holding one or more Collection Accounts. COLLECTION NOTICE: A notice, in substantially the form of Annex A to EXHIBIT VI, from the Administrative Agent to a Collection Bank. COLLECTION PERIOD: A Fiscal Month.

Occidental Coatings of Alabama maintained with SouthTrust Bank shall have been closed and each such bank shall have been directed to remit amounts received in such accounts to a Collection Account and (ii) all Obligors remitting payments to the accounts mentioned in the foregoing clause (i) shall have been instructed to remit payments to a Collection Account. COLLECTION BANK: At any time, any of the banks holding one or more Collection Accounts. COLLECTION NOTICE: A notice, in substantially the form of Annex A to EXHIBIT VI, from the Administrative Agent to a Collection Bank. COLLECTION PERIOD: A Fiscal Month. COLLECTIONS: With respect to any Receivable, all cash collections and other cash proceeds in respect of such Receivable, including, without limitation, all Finance Charges or other related amounts accruing in respect thereof and all cash proceeds of Related Security with respect to such Receivable. COMMERCIAL PAPER: Promissory notes of Blue Ridge issued by Blue Ridge in the commercial paper market. CONTINGENT OBLIGATION: Of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses, contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter, operating agreement, take-or-pay contract or application for a letter of credit. CONTRACT: With respect to any Receivable, any and all instruments, agreements, invoices or other writings pursuant to which such Receivable arises or which evidences such Receivable. CONTRACTUAL DILUTION: The reduction or cancellation of any portion of the Outstanding Balance of any Receivable as a result of any discount given for (i) payments by the related Obligor made in cash, (ii) advertising pursuant to co-op agreement with the related Obligor and (iii) volume incentive discounts. CONTRACTUAL DILUTION RESERVE: The sum of (i) the Cash Discount Reserve, (ii) the Advertising Reserve and (iii) the Volume Incentive Discount Reserve. CP COSTS: For each day, the sum of (i) discount or interest accrued on Pooled Commercial Paper on such day, PLUS (ii) any and all accrued commissions in respect of placement agents and Commercial Paper dealers, and issuing and paying agent fees incurred, in respect of such Pooled Commercial Paper for such day, PLUS (iii) other costs associated with funding small or odd-lot amounts with respect to all receivable purchase or financing facilities which are funded by Pooled Commercial Paper for such day, MINUS (iv) any accrual of income net of expenses received on such day from investment of collections received under all receivable purchase or financing facilities funded substantially with Pooled Commercial Paper, MINUS (v) any payment received on such day net of expenses in respect of Broken Funding Costs related to the I-4

prepayment of any investment of Blue Ridge pursuant to the terms of any receivable purchase or financing facilities funded substantially with Pooled Commercial Paper. In addition to the foregoing costs, if the Seller shall request any Purchase during any period of time determined by the Administrative Agent in its sole discretion to result in incrementally higher CP Costs applicable to such Purchase, the principal associated with any such Purchase shall, during such period, be deemed to be funded by Blue Ridge in a special pool (which may include capital associated with other receivable purchase or financing facilities) for purposes of determining such additional CP Costs applicable only to such special pool and charged each day during such period against such principal. CREDIT AND COLLECTION POLICY: The Seller's credit and collection policies and practices relating to

prepayment of any investment of Blue Ridge pursuant to the terms of any receivable purchase or financing facilities funded substantially with Pooled Commercial Paper. In addition to the foregoing costs, if the Seller shall request any Purchase during any period of time determined by the Administrative Agent in its sole discretion to result in incrementally higher CP Costs applicable to such Purchase, the principal associated with any such Purchase shall, during such period, be deemed to be funded by Blue Ridge in a special pool (which may include capital associated with other receivable purchase or financing facilities) for purposes of determining such additional CP Costs applicable only to such special pool and charged each day during such period against such principal. CREDIT AND COLLECTION POLICY: The Seller's credit and collection policies and practices relating to Contracts and Receivables existing on the date hereof and summarized in EXHIBIT VII hereto, as modified from time to time in accordance with this Agreement. CREDITEK: Creditek LLC. CREDIT FACILITY: That certain Five-Year Credit Agreement dated July 1, 1998 among T&B Corp., as borrower, Wachovia Bank, N.A. (as successor agent to Morgan Guaranty Trust Company of New York) and the banks party thereto, as the same may be replaced or amended, restated, supplemented or otherwise modified from time to time. CUT-OFF DATE: The last day of a Collection Period. DAYS SALES OUTSTANDING: As of any day, an amount equal to the product of (i) 91, multiplied by (A) the amount obtained by dividing (1) the aggregate outstanding balance of Receivables as of the most recent Cut-Off Date, by (2) the aggregate amount of Receivables created during the three (3) Collection Periods including and immediately preceding such Cut-Off Date. DEEMED COLLECTIONS: Collections deemed received by the Seller under SECTION 1.4(a). DEFAULT HORIZON RATIO: As of any Cut-Off Date, the ratio (expressed as a percentage) computed by dividing (i) the aggregate Sales generated by the Originators during the six Collection Periods ending on such Cut-Off Date, by (ii) the Net Pool Balance as of such Cut-Off Date. DEFAULT RATE: A rate per annum equal to the sum of (i) the Alternate Base Rate plus (ii) 2.00%, changing when and as the Alternate Base Rate changes. DEFAULT RATIO: As of any Cut-Off Date, the ratio (expressed as a percentage) computed by dividing (i) the total amount of Receivables which became Defaulted Receivables during the Collection Period that includes such Cut-Off Date, by (ii) the aggregate Sales generated by the Originators during the Collection Period occurring six Collection Periods prior to the Collection Period ending on such Cut-Off Date. DEFAULTED RECEIVABLE: A Receivable: (i) as to which the Obligor thereof has suffered an Event of Bankruptcy; (ii) which, consistent with the Credit and Collection Policy, would be written off the Seller's books as uncollectible; or (iii) as to which any payment, or part thereof, remains unpaid for 151 days or more from the original due date for such payment. I-5

DELINQUENCY RATIO: At any time, a percentage equal to (i) the aggregate Outstanding Balance of all Receivables that were Delinquent Receivables at such time divided by (ii) the aggregate Outstanding Balance of all Receivables at such time. DELINQUENT RECEIVABLE: A Receivable as to which any payment, or part thereof, remains unpaid for

DELINQUENCY RATIO: At any time, a percentage equal to (i) the aggregate Outstanding Balance of all Receivables that were Delinquent Receivables at such time divided by (ii) the aggregate Outstanding Balance of all Receivables at such time. DELINQUENT RECEIVABLE: A Receivable as to which any payment, or part thereof, remains unpaid for 121-150 days from the original due date for such payment. DILUTION: The amount of any reduction or cancellation of the Outstanding Balance of a Receivable as described in SECTION 1.4(a). DILUTION HORIZON RATIO: As of any Cut-off Date, a ratio (expressed as a percentage), computed by dividing (i) the aggregate Sales generated by the Originators during the Collection Period ending on such Cut-Off Date, by (ii) the Net Pool Balance as of such Cut-Off Date. DILUTION RATIO: As of any Cut-Off Date, a ratio (expressed as a percentage), computed by dividing (i) the total amount of decreases in Outstanding Balances due to Dilutions during the Collection Period ending on such Cut-Off Date, by (ii) the aggregate Sales generated by the Originators during the Collection Period prior to the Collection Period ending on such Cut-Off Date. DILUTION RESERVE: For any Collection Period, the product (expressed as a percentage) of: (i) the sum of (A) 2.5 TIMES the Adjusted Dilution Ratio as of the immediately preceding Cut-Off Date, plus (B) the Dilution Volatility Component as of the immediately preceding Cut-Off Date, times (ii) the Dilution Horizon Ratio as of the immediately preceding Cut-Off Date. DILUTION VOLATILITY COMPONENT: The product (expressed as a percentage) of (i) the difference between (A) (1) from the Closing Date to the first day of the ninth Collection Period occurring after the Closing Date, the highest three (3) Fiscal Month rolling average Dilution Ratio for the eight (8) Collection Periods then most recently ended, (2) from and after the first day of the ninth Collection Period until the first day of the thirteenth Collection Period, the highest three (3) Fiscal Month rolling average Dilution Ratio for the preceding Collection Periods occurring after the Closing Date and (3) for any day from and after the first day of the thirteenth Collection Period, the highest three (3)-Fiscal Month rolling average Dilution Ratio over the past 12 Collection Periods and (B) the Adjusted Dilution Ratio, and (ii) a fraction, the numerator of which is equal to the amount calculated in (i)(A) of this definition and the denominator of which is equal to the amount calculated in (i)(B) of this definition. DOWNGRADED LIQUIDITY BANK: A Liquidity Bank which has been the subject of a Downgrading Event. DOWNGRADING EVENT: With respect to any Person means the lowering of the rating with regard to the short-term securities of such Person to below (i) A-1 by S&P, or (ii) P-1 by Moody's. I-6

ELIGIBLE ASSIGNEE: A commercial bank having a combined capital and surplus of at least $250,000,000 with a rating of its (or its parent holding company's) short-term securities equal to or higher than (i) A-1 by S&P and (ii) P-1 by Moody's. ELIGIBLE ORIGINATOR RECEIVABLE: A Receivable originated by T&B Corp. (other than Shamrock Receivables); PROVIDED that each Shamrock Receivable and each Receivable originated by OCAL, Inc. shall become an "Eligible Originator Receivable" upon written notification by the Administrative Agent to the Seller and the Master Servicer. ELIGIBLE RECEIVABLE: At any time, a Receivable: (i) the Obligor of which (A) if a natural person, is a resident of the United States or, if a corporation or other

ELIGIBLE ASSIGNEE: A commercial bank having a combined capital and surplus of at least $250,000,000 with a rating of its (or its parent holding company's) short-term securities equal to or higher than (i) A-1 by S&P and (ii) P-1 by Moody's. ELIGIBLE ORIGINATOR RECEIVABLE: A Receivable originated by T&B Corp. (other than Shamrock Receivables); PROVIDED that each Shamrock Receivable and each Receivable originated by OCAL, Inc. shall become an "Eligible Originator Receivable" upon written notification by the Administrative Agent to the Seller and the Master Servicer. ELIGIBLE RECEIVABLE: At any time, a Receivable: (i) the Obligor of which (A) if a natural person, is a resident of the United States or, if a corporation or other business organization, is organized under the laws of the United States or any political subdivision thereof and has its chief executive office in the United States and (B) is not an Affiliate of any of the parties hereto or any Originator; (ii) which is an Eligible Originator Receivable; (iii) which is not a Defaulted Receivable or owing from an Obligor as to which more than 50% of the aggregate Outstanding Balance of all Receivables owing from such Obligor are Defaulted Receivables, (iv) the sale of an individual interest in which does not contravene or conflict with any law, rule or regulation application thereto, (v) which by its terms is due and payable within 61 days of the original billing date therefor and has not had its payment terms extended more than once, (vi) which is an "account" or "payment intangible" within the meaning of Section 9-102, of the UCC of all applicable jurisdictions, (vii) which is denominated and payable only in United States dollars in the United States, (viii) which arises under a Contract which, together with such Receivable, is in full force and effect and constitutes the legal, valid and binding obligation of the related Obligor enforceable against such Obligor in accordance with its terms subject to no offset, counterclaim or other defense, (ix) which arises under a Contract which (A) does not require the Obligor under such Contract to consent to the transfer, sale, pledge or assignment of the rights and duties of the applicable Originator or any of its assignees under such Contract and (B) does not contain a confidentiality provision that purports to restrict the ability of Blue Ridge to exercise its rights under this Agreement, including, without limitation, its right to review the Contract, I-7

(x) which arises under a Contract that contains an obligation to pay a specified sum of money, contingent only upon the sale of goods or the provision of services by the applicable Originator, (xi) which, together with the Contract related thereto, does not contravene any law, rule or regulation applicable thereto (including, without limitation, any law, rule and regulation relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no part of the Contract related thereto is in violation of any such law, rule or regulation in any material respect if such violation would impair the collectibility of such Receivable, (xii) which satisfies in all material respects all applicable requirements of the Credit and Collection Policy, (xiii) which was generated in the ordinary course of the applicable Originator's business, (xiv) which arises solely from the sale of goods or the provision of services to the related Obligor by the applicable Originator, and not by any other Person (in whole or in part), (xv) which is not subject to any dispute, counterclaim, right of rescission, set-off, counterclaim or any other defense (including defenses arising out of violations of usury laws) of the applicable Obligor against the applicable Originator or any other Adverse Claim, and the Obligor thereon holds no right as against such Originator to cause such Originator to repurchase the goods or merchandise the sale of which shall have given rise to such Receivable (except with respect to sale discounts effected pursuant to the Contract, or defective goods returned in accordance with the terms of the Contract); PROVIDED, however, that if such dispute, offset, counterclaim or defense affects only a portion of the Outstanding Balance of such Receivable, then such Receivable may be deemed an Eligible Receivable to the extent of the portion of such Outstanding Balance which is not so affected, and provided, further, that Receivables of any Obligor which has any accounts payable by the applicable Originator or by a wholly-owned Subsidiary of such Originator (thus giving rise to a potential offset against such Receivables) may be treated as Eligible Receivables to the extent that the Obligor of such Receivables has agreed pursuant to a written agreement in form and substance satisfactory to the Administrative Agent, that such Receivables shall not be subject to such offset, (xvi) as to which the applicable Originator has satisfied and fully performed all obligations on its part with respect to such Receivable required to be fulfilled by it, and no further action is required to be performed by any Person with respect thereto other than payment thereon by the applicable Obligor, (xvii) as to which each of the representations and warranties contained in SECTION 5.1(i), and SECTION 5.1 (j) is true and correct, and I-8

(xviii) all right, title and interest to and in which has been validly transferred by T&B Corp. directly to the Seller under and in accordance with the Receivables Contribution Agreement, and the Seller has good and marketable title thereto free and clear of any Adverse Claim. ERISA: The Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder. ERISA AFFILIATE: Any trade or business (whether or not incorporated) under common control with T&B Corp. within the meaning of Section 414(b) or (c) of the Tax Code (and Sections 414(m) and (o) of the Tax Code for purposes of provisions relating to Section 412 of the Tax Code). EVENT OF BANKRUPTCY: Shall be deemed to have occurred with respect to a Person if either: (i) a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or substantially all of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or

(xviii) all right, title and interest to and in which has been validly transferred by T&B Corp. directly to the Seller under and in accordance with the Receivables Contribution Agreement, and the Seller has good and marketable title thereto free and clear of any Adverse Claim. ERISA: The Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder. ERISA AFFILIATE: Any trade or business (whether or not incorporated) under common control with T&B Corp. within the meaning of Section 414(b) or (c) of the Tax Code (and Sections 414(m) and (o) of the Tax Code for purposes of provisions relating to Section 412 of the Tax Code). EVENT OF BANKRUPTCY: Shall be deemed to have occurred with respect to a Person if either: (i) a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of such Person, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for such Person or all or substantially all of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or an order for relief in respect of such Person shall be entered in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect; or (ii) such Person shall commence a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee (other than a trustee under a deed of trust, indenture or similar instrument), custodian, sequestrator (or other similar official) for, such Person or for any substantial part of its property, or shall make any general assignment for the benefit of creditors, or shall be adjudicated insolvent, or admit in writing its inability to pay its debts generally as they become due, or, if a corporation or similar entity, its board of directors shall vote to implement any of the foregoing. FACILITY ACCOUNT: The Seller's account no. 101215 at Wachovia. FACILITY TERMINATION DATE: The earlier of (i) the Liquidity Termination Date and (ii) the Amortization Date. FEDERAL BANKRUPTCY CODE: Title 11 of the United States Code entitled "Bankruptcy," as amended and any successor statute thereto. FEDERAL FUNDS EFFECTIVE RATE: For any period, a fluctuating interest rate per annum for each day during such period equal to (i) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as I-9

published for such day (or, if such day is not a Business Day, for the preceding Business Day) by the Federal Reserve Bank of New York in the Composite Closing Quotations for U.S. Government Securities; or (ii) if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 11:30 a.m. (New York time) for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. FEE LETTER: That certain letter agreement dated as of September 21, 2001 among the Seller, T&B Corp. and the Administrative Agent, as it may be amended, restated or otherwise modified and in effect from time to time. FINAL PAYOUT DATE: The date on which all Aggregate Unpaids have been paid in full and the Purchase Limit has been reduced to zero.

published for such day (or, if such day is not a Business Day, for the preceding Business Day) by the Federal Reserve Bank of New York in the Composite Closing Quotations for U.S. Government Securities; or (ii) if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 11:30 a.m. (New York time) for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. FEE LETTER: That certain letter agreement dated as of September 21, 2001 among the Seller, T&B Corp. and the Administrative Agent, as it may be amended, restated or otherwise modified and in effect from time to time. FINAL PAYOUT DATE: The date on which all Aggregate Unpaids have been paid in full and the Purchase Limit has been reduced to zero. FINANCE CHARGES: With respect to a Contract, any finance, interest, late payment charges or similar charges owing by an Obligor pursuant to such Contract. FISCAL MONTH: A fiscal month of T&B Corp. and its Subsidiaries as described on EXHIBIT X, as such exhibit may be updated from time to time. FUNDING AGREEMENT: (i) this Agreement, (ii) the Liquidity Agreement and (iii) any other agreement or instrument executed by any Funding Source with or for the benefit of Blue Ridge. FUNDING SOURCE: (i) any Liquidity Bank or (ii) any insurance company, bank or other funding entity providing liquidity, credit enhancement or back-up purchase support or facilities to Blue Ridge. GAAP: Generally accepted accounting principles in effect in the United States of America as of the date of this Agreement. GOVERNMENT RECEIVABLE: A Receivable the Obligor of which is a government or governmental subdivision, agency, department or other governmental entity. INCREMENTAL PURCHASE: A purchase of one or more Receivable Interests which increases the total outstanding Aggregate Invested Amount hereunder. INDEBTEDNESS: Of a Person means such Person's (i) obligations for borrowed money, (ii) obligations representing the deferred purchase price of property or services (other than accounts payable arising in the ordinary course of such Person's business payable on terms customary in the trade), (iii) obligations, whether or not assumed, secured by liens or payable out of the proceeds or production from property now or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, acceptances, or other instruments, (v) capitalized lease obligations, (vi) net liabilities under interest rate swap, exchange or cap agreements, (vii) Contingent Obligations and (viii) liabilities in respect of unfunded vested benefits under plans covered by Title IV of ERISA. INDEMNIFIED AMOUNTS: As defined in SECTION 10.1(a). I-10

INDEMNIFIED PARTY: As defined in SECTION 10.1(a). INDEPENDENT DIRECTOR: A member of the Board of Directors of the Seller who (i) is not and has not been employed by T&B Corp., any Originator or any Affiliate thereof, as a director, officer or employee within the five years immediately prior to such individual's appointment as an Independent Director (other than as an independent director for a special purpose vehicle that is an Affiliate of T&B Corp., any Originator or any of their respective Affiliates); (ii) is not (and is not affiliated with a company or a firm that is) a advisor or consultant to T&B Corp., any Originator or any of their respective Affiliates; (iii) is not affiliated with a customer or supplier of T&B Corp., any Originator or any of their respective Affiliates; (iv) is not affiliated with a company of which T&B Corp., any Originator or any of their respective Affiliates is a customer or supplier; (v) does not have personal services contract(s) with T&B Corp., any Originator or any of their respective Affiliates; (vi) is not

INDEMNIFIED PARTY: As defined in SECTION 10.1(a). INDEPENDENT DIRECTOR: A member of the Board of Directors of the Seller who (i) is not and has not been employed by T&B Corp., any Originator or any Affiliate thereof, as a director, officer or employee within the five years immediately prior to such individual's appointment as an Independent Director (other than as an independent director for a special purpose vehicle that is an Affiliate of T&B Corp., any Originator or any of their respective Affiliates); (ii) is not (and is not affiliated with a company or a firm that is) a advisor or consultant to T&B Corp., any Originator or any of their respective Affiliates; (iii) is not affiliated with a customer or supplier of T&B Corp., any Originator or any of their respective Affiliates; (iv) is not affiliated with a company of which T&B Corp., any Originator or any of their respective Affiliates is a customer or supplier; (v) does not have personal services contract(s) with T&B Corp., any Originator or any of their respective Affiliates; (vi) is not affiliated with a tax-exempt entity that receives contributions from T&B Corp., any Originator or any of their respective Affiliates; (vii) is not the beneficial owner at the time of such individual's appointment as an Independent Director, or at any time thereafter while serving as an Independent Director, of such number of shares of any classes of common stock of T&B Corp., Originator or any of their respective Affiliates; and (viii) is not a spouse, parent, sibling or child of any person described by (i) through (vii). Notwithstanding the foregoing, an Independent Director may serve in similar capacities for other "special purpose" entities formed by T&B Corp., any Originator or any of their respective Affiliates. INTEREST PERIOD: With respect to any Receivable Interest funded through a Liquidity Funding: (i) if Yield for such Receivable Interest is calculated on the basis of the LIBO Rate, a period of one, two, three or six months, or such other period as may be mutually agreeable to the Administrative Agent and the Seller, commencing on a Business Day selected by the Seller or the Administrative Agent pursuant to this Agreement. Such Interest Period shall end on the day in the applicable succeeding calendar month which corresponds numerically to the beginning day of such Interest Period, provided, however, that if there is no such numerically corresponding day in such succeeding month, such Interest Period shall end on the last Business Day of such succeeding month; or (ii) if Yield for such Receivable Interest is calculated on the basis of the Alternate Base Rate, a period commencing on a Business Day selected by the Seller and agreed to by the Administrative Agent, provided that no such period shall exceed one month. If any Interest Period would end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day, provided, however, that in the case of Interest Periods corresponding to the LIBO Rate, if such next succeeding Business Day falls in a new month, such Interest Period shall end on the immediately preceding Business Day. In the case of any Interest Period which commences before the Facility Termination Date and would otherwise end on a date occurring after the Facility Termination Date, such Interest Period shall end on the Facility Termination Date. The duration of each Interest Period which commences after the Facility Termination Date shall be of such duration as selected by the Administrative Agent. I-11

INVESTED AMOUNT: Of any Receivable Interest means, at any time, (i) the Purchase Price of such Receivable Interest, minus (ii) the sum of the aggregate amount of Collections and other payments received by the Administrative Agent which in each case are applied to reduce such Invested Amount in accordance with the terms and conditions of this Agreement; PROVIDED that such Invested Amount shall be restored (in accordance with SECTION 2.5) in the amount of any Collections or other payments so received and applied if at any time the distribution of such Collections or payments are rescinded, returned or refunded for any reason. LIBO RATE: For any Interest Period, the rate per annum determined on the basis of the offered rate for deposits in U.S. dollars of amounts equal or comparable to the Invested Amount offered for a term comparable to such Interest Period, which rates appear on a Bloomberg L.P. terminal, displayed under the address "US0001M (Index) Q (Go)" effective as of 11:00 A.M., London time, two Business Days prior to the first day of such Interest Period, provided that if no such offered rates appear on such page, the LIBO Rate for such Interest Period will be the arithmetic average (rounded upwards, if necessary, to the next higher 1/100th of 1%) of rates quoted by not less than two major banks in New York, New York, selected by the Administrative Agent, at

INVESTED AMOUNT: Of any Receivable Interest means, at any time, (i) the Purchase Price of such Receivable Interest, minus (ii) the sum of the aggregate amount of Collections and other payments received by the Administrative Agent which in each case are applied to reduce such Invested Amount in accordance with the terms and conditions of this Agreement; PROVIDED that such Invested Amount shall be restored (in accordance with SECTION 2.5) in the amount of any Collections or other payments so received and applied if at any time the distribution of such Collections or payments are rescinded, returned or refunded for any reason. LIBO RATE: For any Interest Period, the rate per annum determined on the basis of the offered rate for deposits in U.S. dollars of amounts equal or comparable to the Invested Amount offered for a term comparable to such Interest Period, which rates appear on a Bloomberg L.P. terminal, displayed under the address "US0001M (Index) Q (Go)" effective as of 11:00 A.M., London time, two Business Days prior to the first day of such Interest Period, provided that if no such offered rates appear on such page, the LIBO Rate for such Interest Period will be the arithmetic average (rounded upwards, if necessary, to the next higher 1/100th of 1%) of rates quoted by not less than two major banks in New York, New York, selected by the Administrative Agent, at approximately 10:00 a.m.(New York time), two Business Days prior to the first day of such Interest Period, for deposits in U.S. dollars offered by leading European banks for a period comparable to such Interest Period in an amount comparable to the Invested Amount, divided by (i) one minus the maximum aggregate reserve requirement (including all basic, supplemental, marginal or other reserves) which is imposed against the Administrative Agent in respect of Eurocurrency liabilities, as defined in Regulation D of the Board of Governors of the Federal Reserve System as in effect from time to time (expressed as a decimal), applicable to such Interest Period plus (ii) 2.50% per annum. The LIBO Rate shall be rounded, if necessary, to the next higher 1/16 of 1%. LIQUIDATION EVENT: As defined in ARTICLE IX. LIQUIDITY AGREEMENT: That certain Liquidity Asset Purchase Agreement dated as of September 21, 2001, by and among Blue Ridge, the Administrative Agent and the banks from time to time party thereto, as the same may be amended, restated and/or otherwise modified from time to time in accordance with the terms thereof. LIQUIDITY BANK: Each bank from time to time party to the Liquidity Agreement (other than the Administrative Agent acting in its capacity as the Administrative Agent thereunder). LIQUIDITY COMMITMENT: As to each Liquidity Bank, its commitment under the Liquidity Agreement. The Liquidity Commitments, in the aggregate, shall equal 102% of the Purchase Limit hereunder. LIQUIDITY FUNDING: A purchase by any Liquidity Bank pursuant to its Liquidity Commitment of all or any portion of, or any undivided interest in, a Receivable Interest. LIQUIDITY TERMINATION DATE: The earlier to occur of the following: (i) the date on which the Liquidity Banks' Liquidity Commitments expire, cease to be available to Blue Ridge or otherwise cease to be in full force and effect; or I-12

(ii) the date on which a Downgrading Event with respect to a Liquidity Bank shall have occurred and been continuing for not less than 30 days, and either (A) the Downgraded Liquidity Bank shall not have been replaced by an Eligible Assignee pursuant to the Liquidity Agreement, or (B) the Liquidity Commitment of such Downgraded Liquidity Bank shall not have been funded or collateralized in such a manner that will avoid a reduction in or withdrawal of the credit rating applied to the Commercial Paper to which such Liquidity Agreement applies by any of the rating agencies then rating such Commercial Paper. LOCK-BOX: Each locked postal box with respect to which a bank who has executed a Collection Account Agreement has been granted exclusive access for the purpose of retrieving and processing payments made on the Receivables and which is listed on EXHIBIT IV. LOSS RESERVE: For any Collection Period, the product (expressed as a percentage) of (i) 2.0, times (ii) (A)

(ii) the date on which a Downgrading Event with respect to a Liquidity Bank shall have occurred and been continuing for not less than 30 days, and either (A) the Downgraded Liquidity Bank shall not have been replaced by an Eligible Assignee pursuant to the Liquidity Agreement, or (B) the Liquidity Commitment of such Downgraded Liquidity Bank shall not have been funded or collateralized in such a manner that will avoid a reduction in or withdrawal of the credit rating applied to the Commercial Paper to which such Liquidity Agreement applies by any of the rating agencies then rating such Commercial Paper. LOCK-BOX: Each locked postal box with respect to which a bank who has executed a Collection Account Agreement has been granted exclusive access for the purpose of retrieving and processing payments made on the Receivables and which is listed on EXHIBIT IV. LOSS RESERVE: For any Collection Period, the product (expressed as a percentage) of (i) 2.0, times (ii) (A) from the Closing Date to the first day of the ninth Collection Period occurring after the Closing Date, the highest three (3) Fiscal Month rolling average Default Ratio for the eight (8) Collection Periods then most recently ended, (B) from and after the first day of the ninth Collection Period until the first day of the thirteenth Collection Period, the highest three (3) Fiscal Month rolling average Default Ratio for the preceding Collection Periods occurring after the Closing Date or (C) for any day from and after the first day of the thirteenth Collection Period, the highest three-Fiscal Month rolling average Default Ratio during the 12 Collection Periods ending on the immediately preceding Cut-Off Date, times (iii) the Default Horizon Ratio as of the immediately preceding CutOff Date. MASTER SERVICER: At any time the Person (which may be the Administrative Agent) then authorized pursuant to ARTICLE VIII to service, administer and collect Receivables. MATERIAL ADVERSE EFFECT: A material adverse effect on (i) the financial condition or operations of (A) the Seller or (B) the Master Servicer, any Originator or their respective Subsidiaries considered as a whole, (ii) the ability of the Seller Party to perform its obligations under this Agreement, (iii) the legality, validity or enforceability of this Agreement or any other Transaction Document, (iv) the Administrative Agent's security interest, for the benefit of the Secured Parties, in the Receivables generally or in any significant portion of the Receivables, the Related Security or the Collections with respect thereto, or (v) the collectibility of the Receivables generally or of any material portion of the Receivables. MATERIAL FINANCING ARRANGEMENT: A credit agreement, indenture, letter of credit or other similar financing agreement evidencing Material Indebtedness. MATERIAL INDEBTEDNESS: Indebtedness in excess of $20,000,000 in aggregate principal amount. MONTHLY REPORT: A report, in substantially the form of EXHIBIT VIII hereto (appropriately completed), furnished by the Master Servicer to the Administrative Agent pursuant to SECTION 8.5. MONTHLY REPORTING DATE: The 10th Business Day of each Fiscal Month occurring after the date of this Agreement (or if any such day is not a Business Day, the next succeeding Business Day I-13

thereafter) or such other days of any calendar month as Administrative Agent may request in connection with SECTION 8.5 hereof. MONTHLY VID AMOUNT: For any Collection Period other than each March Collection Period, the highest VID Balance during the preceding twelve (12) consecutive Collection Periods, excluding the VID Balance for the March Collection Period, and for the March Collection Period, the VID Balance for the February Collection Period for such calendar year. MONTHLY VID RESERVE AMOUNT: For the first Collection Period occurring after the Closing Date, $14 million, for the second Collection Period occurring after the Closing Date, $1.7 million, for the third Collection Period occurring after the Closing Date, $1.5 million, for the fourth Collection Period occurring after the Closing Date, $1 million, and thereafter, for the first ten (10) Collection Periods of any calendar year, $1.75 million per

thereafter) or such other days of any calendar month as Administrative Agent may request in connection with SECTION 8.5 hereof. MONTHLY VID AMOUNT: For any Collection Period other than each March Collection Period, the highest VID Balance during the preceding twelve (12) consecutive Collection Periods, excluding the VID Balance for the March Collection Period, and for the March Collection Period, the VID Balance for the February Collection Period for such calendar year. MONTHLY VID RESERVE AMOUNT: For the first Collection Period occurring after the Closing Date, $14 million, for the second Collection Period occurring after the Closing Date, $1.7 million, for the third Collection Period occurring after the Closing Date, $1.5 million, for the fourth Collection Period occurring after the Closing Date, $1 million, and thereafter, for the first ten (10) Collection Periods of any calendar year, $1.75 million per Collection Period, for the eleventh (11th) Collection Period during any calendar year, $1.5 million and for the twelfth (12th) Collection Period during any calendar year, $1 million. By way of example, if the Closing Date occurs in September 2001, the Monthly VID Reserve Amount for the October 2001 Collection Period will be $17.5 million, for the November 2001 Collection Period, $1.5 million, for the December 2001 Collection Period, $1 million and for the January 2002 Collection Period, $1.75 million and so on. MOODY'S: Moody's Investors Service, Inc. NET POOL BALANCE: At any time, the aggregate Outstanding Balance of all Eligible Receivables at such time reduced by (i) the aggregate amount by which the Outstanding Balance of all Eligible Receivables of each Obligor and its Affiliates exceeds the Obligor Concentration Limit for such Obligor and (ii) the Contractual Dilution Reserve. NET WORTH: As of the last Business Day of each Calculation Period preceding any date of determination, the excess, if any, of (i) the aggregate Outstanding Balance of the Receivables at such time, OVER (ii) the sum of (A) the Invested Amount at such time. OBLIGOR: A Person obligated to make payments pursuant to a Contract. OBLIGOR CONCENTRATION LIMIT: At any time, in relation to the aggregate Outstanding Balance of Receivables owed by any single Obligor and its Affiliates (if any), the applicable concentration limit shall be determined as follows for Obligors who have short term unsecured debt ratings currently assigned to them by S&P and Moody's (or in the absence thereof, the equivalent long term unsecured senior debt ratings), the applicable concentration limit shall be determined according to the following table:
---------------------------------- ----------------------------- -----------------------------Allowable % of Eligible S&P Rating Moody's Rating Receivables ---------------------------------- ----------------------------- -----------------------------A-1+ P-1 10% ---------------------------------- ----------------------------- -----------------------------A-1 P-1 8% ---------------------------------- ----------------------------- -----------------------------A-2 P-2 8% ---------------------------------- ----------------------------- -----------------------------A-3 P-3 8% ---------------------------------- ----------------------------- -----------------------------Below A-3 or Not Rated by either Below P-3 or Not Rated by 8% S&P or Moody's either S&P or Moody's ---------------------------------- ----------------------------- ------------------------------

I-14

; PROVIDED, HOWEVER, that (i) if any Obligor has a split rating, the applicable rating will be the lower of the two, (ii) if any Obligor is not rated by either S&P or Moody's, the applicable Obligor Concentration Limit shall be the one set forth in the last line of the table above, (iii) no more than 2.0% of the aggregate Outstanding Balance of Eligible Receivables may be owed by an Obligor of Government Receivables and (iv) subject to

; PROVIDED, HOWEVER, that (i) if any Obligor has a split rating, the applicable rating will be the lower of the two, (ii) if any Obligor is not rated by either S&P or Moody's, the applicable Obligor Concentration Limit shall be the one set forth in the last line of the table above, (iii) no more than 2.0% of the aggregate Outstanding Balance of Eligible Receivables may be owed by an Obligor of Government Receivables and (iv) subject to satisfaction of the Rating Agency Condition and/or an increase in the percentage set forth in CLAUSE (I)(a) of the definition of "Required Reserve," upon the Seller's request from time to time, the Administrative Agent may agree to a higher percentage of Eligible Receivables for a particular Obligor and its Affiliates (each such higher percentage, a "SPECIAL CONCENTRATION LIMIT"), it being understood that any Special Concentration Limit may be cancelled by the Administrative Agent upon not less than five (5) Business Days' written notice to the Seller Parties. ORIGINATOR: T&B Corp. and OCAL, Inc. OTHER COSTS: As defined in SECTION 10.3 OTHER CUSTOMERS: As defined in SECTION 10.4 OUTSTANDING BALANCE: Of any Receivable at any time means the then outstanding principal balance thereof, excluding all late payment charges, delinquency charges and extension or collection fees. PARTICIPANT: As defined in SECTION 12.2. PBGC: The Pension Benefit Guaranty Corporation, or any successor thereto. PENSION PLAN: A pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA which T&B Corp. sponsors or maintains, or to which it makes, is making, or is obligated to make contributions, or in the case of a multiple employer plan (as described in Section 4064(a) of ERISA) has made contributions at any time during the immediately preceding five plan years. PERSON: An individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof. PLAN: An employee benefit plan (as defined in Section 3(3) of ERISA) which T&B Corp. or any of its ERISA Affiliates sponsors or maintains or to which T&B Corp. or any of its ERISA Affiliates makes, is making, or is obligated to make contributions and includes any Pension Plan, other than a Plan maintained outside the United States primarily for the benefit of Persons who are not U.S. residents. POOLED COMMERCIAL PAPER: Commercial Paper notes of Blue Ridge subject to any particular pooling arrangement by Blue Ridge, but excluding Commercial Paper issued by Blue Ridge for a I-15

tenor and in an amount specifically requested by any Person in connection with any agreement effected by Blue Ridge. PRIME RATE: A rate per annum equal to the prime rate of interest announced from time to time by Wachovia (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes. PROPOSED REDUCTION DATE: As defined in SECTION 1.3. PURCHASE: An Incremental Purchase or a Reinvestment. PURCHASE DATE: Each Business Day on which a Purchase is made hereunder. PURCHASE LIMIT: $120,000,000.

tenor and in an amount specifically requested by any Person in connection with any agreement effected by Blue Ridge. PRIME RATE: A rate per annum equal to the prime rate of interest announced from time to time by Wachovia (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes. PROPOSED REDUCTION DATE: As defined in SECTION 1.3. PURCHASE: An Incremental Purchase or a Reinvestment. PURCHASE DATE: Each Business Day on which a Purchase is made hereunder. PURCHASE LIMIT: $120,000,000. PURCHASE NOTICE: As defined in SECTION 1.2. PURCHASE PRICE: With respect to any Incremental Purchase of a Receivable Interest, the amount paid to the Seller for such Receivable Interest which shall not exceed the least of (i) the amount requested by the Seller in the applicable Purchase Notice, (ii) the unused portion of the Purchase Limit on the applicable purchase date and (iii) the excess, if any, of the Net Pool Balance (less the Required Reserve) on the applicable purchase date over the aggregate outstanding amount of Aggregate Invested Amount determined as of the date of the most recent Monthly Report, taking into account such proposed Incremental Purchase. PURCHASED ASSETS: All of the Seller's right, title and interest, whether now owned and existing or hereafter arising in and to all of the Receivables, the Related Security, the Collections and all proceeds of the foregoing. RATING AGENCY CONDITION: That Blue Ridge has received written notice from S&P and Moody's that an amendment, a change or a waiver will not result in a withdrawal or downgrade of the then current ratings on Blue Ridge's Commercial Paper. RECEIVABLE: All indebtedness and other obligations owed to the Seller or any Originator (at the time it arises, and before giving effect to any transfer or conveyance under the Receivables Contribution Agreement or the Receivables Transfer Agreement) or in which the Seller or an Originator has a security interest or other interest, including, without limitation, any indebtedness, obligation or interest constituting an account, chattel paper, instrument or general intangible, arising in connection with the sale of goods or the rendering of services by an Originator, and further includes, without limitation, the obligation to pay any Finance Charges with respect thereto. Indebtedness and other rights and obligations arising from any one transaction, including, without limitation, indebtedness and other rights and obligations represented by an individual invoice, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other rights and obligations arising from any other transaction; provided further, that any indebtedness, rights or obligations referred to in the immediately preceding sentence shall be a Receivable regardless of whether the account debtor or the Seller treats such indebtedness, rights or obligations as a separate payment obligation. I-16

RECEIVABLE INTEREST: At any time, an undivided percentage ownership interest (computed as set forth below) associated with a designated amount of Invested Amount, selected pursuant to the terms and conditions hereof in (i) each Receivable arising prior to the time of the most recent computation or recomputation of such undivided interest, (ii) all Related Security with respect to each such Receivable, and (iii) all Collections with respect to, and other proceeds of, each such Receivable. Each such undivided percentage interest shall equal: IA + RR NPB where:

RECEIVABLE INTEREST: At any time, an undivided percentage ownership interest (computed as set forth below) associated with a designated amount of Invested Amount, selected pursuant to the terms and conditions hereof in (i) each Receivable arising prior to the time of the most recent computation or recomputation of such undivided interest, (ii) all Related Security with respect to each such Receivable, and (iii) all Collections with respect to, and other proceeds of, each such Receivable. Each such undivided percentage interest shall equal: IA + RR NPB where: IA = the Invested Amount of such Receivable Interest. NPB = the Net Pool Balance. RR = the Required Reserve. Such undivided percentage ownership interest shall be initially computed on its date of purchase. Thereafter, until the Facility Termination Date, each Receivable Interest shall be automatically recomputed (or deemed to be recomputed) on each day prior to the Facility Termination Date. The variable percentage represented by any Receivable Interest as computed (or deemed recomputed) as of the close of the business day immediately preceding the Facility Termination Date shall remain constant at all times thereafter. RECEIVABLES CONTRIBUTION AGREEMENT: That certain Receivables Contribution Agreement, dated as of September 21, 2001, among the Originators and the Seller, as the same may be amended, restated or otherwise modified from time to time. RECEIVABLES TRANSFER AGREEMENT: That certain Receivables Transfer Agreement, dated as of September 21, 2001 by and among the sellers named therein and T&B Corp., as the same may be amended, restated or otherwise modified from time to time. RECORDS: With respect to any Receivable, all Contracts and other documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) relating to such Receivable, any Related Security therefor and the related Obligor. RECOURSE OBLIGATIONS: As defined in SECTION 2.1. REDUCTION NOTICE: As defined in SECTION 1.3. REGULATION FD: Regulation FD, of the Securities Exchange Act of 1934, as amended from time to time, any successor thereto and any rule or regulation issued thereunder. REGULATORY CHANGE: As defined in SECTION 10.2. REINVESTMENT: As defined in SECTION 2.2(a) I-17

RELATED SECURITY: With respect to any Receivable: (i) all of the Seller's interest in the inventory and goods (including returned or repossessed inventory or goods), if any, the sale of which by an Originator] gave rise to such Receivable, and all insurance contracts with respect thereto, (ii) all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together

RELATED SECURITY: With respect to any Receivable: (i) all of the Seller's interest in the inventory and goods (including returned or repossessed inventory or goods), if any, the sale of which by an Originator] gave rise to such Receivable, and all insurance contracts with respect thereto, (ii) all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable, (iii) all guaranties, letters of credit, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise, (iv) all service contracts and other contracts and agreements associated with such Receivable, (v) all Records related to such Receivable, (vi) all of the Seller's right, title and interest in, to and under the Receivables Contribution Agreement in respect of such Receivable, (vii) all proceeds of any of the foregoing. REQUIRED CAPITAL AMOUNT: As of any date of determination, an amount equal to $100,000 in cash. REQUIRED LIQUIDITY BANKS: At any time, Liquidity Banks with Liquidity Commitments in excess of 50% of the aggregate amount of all Liquidity Commitments. REQUIRED NOTICE PERIOD: The number of days required notice set forth below applicable to the Aggregate Reduction indicated below:
AGGREGATE REDUCTION ------------------less than 25% of the Purchase Limit greater than 25% but less than 50% of the Purchase Limit greater than 50% of the Purchase Limit REQUIRED NOTICE PERIOD ---------------------2 Business Days 5 Business Days 10 Business Days

REQUIRED RESERVE: On any day during a Collection Period, the product of (i) the greater of (A) the Required Reserve Factor Floor and (B) the sum of the Loss Reserve, the Yield Reserve, the I-18

Dilution Reserve and the Servicing Reserve, times (ii) the Net Pool Balance as of the Cut-Off Date immediately preceding such Collection Period. REQUIRED RESERVE FACTOR FLOOR: For any Collection Period, the sum (expressed as a percentage) of (i) 32.0% plus (ii) the product of the Adjusted Dilution Ratio and the Dilution Horizon Ratio, in each case, as of the immediately preceding Cut-Off Date. RESTRICTED JUNIOR PAYMENT: (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of capital stock of the Seller now or hereafter outstanding, except a dividend payable solely in shares of that class of stock or in any junior class of stock of the Seller, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of capital stock of the Seller now or hereafter outstanding, (iii) any payment made to redeem, purchase, repurchase

Dilution Reserve and the Servicing Reserve, times (ii) the Net Pool Balance as of the Cut-Off Date immediately preceding such Collection Period. REQUIRED RESERVE FACTOR FLOOR: For any Collection Period, the sum (expressed as a percentage) of (i) 32.0% plus (ii) the product of the Adjusted Dilution Ratio and the Dilution Horizon Ratio, in each case, as of the immediately preceding Cut-Off Date. RESTRICTED JUNIOR PAYMENT: (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of capital stock of the Seller now or hereafter outstanding, except a dividend payable solely in shares of that class of stock or in any junior class of stock of the Seller, (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of capital stock of the Seller now or hereafter outstanding, (iii) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of capital stock of the Seller now or hereafter outstanding, and (iv) any payment of management fees by the Seller (except for reasonable management fees to any Originator or its Affiliates in reimbursement of actual management services performed). REVIEW: As defined in SECTION 7.1(d)(ii) S&P: Standard and Poor's Ratings Services, a division of The McGraw Hill Companies, Inc. SALES: With respect to any period and any Person, the dollar amount of all credit sales generated by such Person during such period pursuant to any invoice, contract or otherwise. SECURED PARTIES: The Indemnified Parties. SELLER: As defined in the preamble to this Agreement. SELLER PARTIES: As defined in the preamble to this Agreement. SERVICING FEE: For each day in a Collection Period: (i) an amount equal to (A) the Servicing Fee Rate (or, at any time while T&B Corp. or one of its Affiliates is the Master Servicer, such lesser percentage as may be agreed between the Seller and the Master Servicer on an arms' length basis based on then prevailing market terms for similar services), TIMES (B) the aggregate Outstanding Balance of all Receivables at the close of business on the Cut-Off Date immediately preceding such Collection Period, times (C) 1/360; or (ii) on and after the Master Servicer's reasonable request made at any time when T&B Corp. or one of its Affiliates is no longer acting as Master Servicer hereunder, an alternative amount specified by the successor Master Servicer not exceeding (A) 110% of such Master Servicer's reasonable costs and expenses of performing its obligations under this Agreement during the preceding Collection Period, divided by (B) the number of days in the current Collection Period. SERVICING FEE RATE: 1.0% per annum. I-19

SERVICING RESERVE: For any Collection Period, the product (expressed as a percentage) of (i) the Servicing Fee Rate, times (ii) a fraction, the numerator of which is (A) from the Closing Date to the first day of the ninth Collection Period occurring after the Closing Date, the highest Days Sales Outstanding for the eight (8) Collection Periods then most recently ended, (B) from and after the first day of the ninth Collection Period until the first day of the thirteenth Collection Period, the highest Days Sales Outstanding for the preceding Collection Periods occurring after the Closing Date or (C) for any day from and after the first day of the thirteenth Collection Period, the Days Sales Outstanding for the most recent twelve (12) Collection Periods and the denominator of which is 360.

SERVICING RESERVE: For any Collection Period, the product (expressed as a percentage) of (i) the Servicing Fee Rate, times (ii) a fraction, the numerator of which is (A) from the Closing Date to the first day of the ninth Collection Period occurring after the Closing Date, the highest Days Sales Outstanding for the eight (8) Collection Periods then most recently ended, (B) from and after the first day of the ninth Collection Period until the first day of the thirteenth Collection Period, the highest Days Sales Outstanding for the preceding Collection Periods occurring after the Closing Date or (C) for any day from and after the first day of the thirteenth Collection Period, the Days Sales Outstanding for the most recent twelve (12) Collection Periods and the denominator of which is 360. SETTLEMENT DATE: (i) the 2nd Business Day after each Monthly Reporting Date, or if the 2nd Business Day shall occur in the succeeding calendar month, on the last day of the calendar month in which such Monthly Reporting Date occurs, and (ii) the last day of the relevant Interest Period in respect of each Receivable Interests funded through a Liquidity Funding. SETTLEMENT PERIOD: (i) in respect of each Receivable Interest funded through the issuance of Commercial Paper, the immediately preceding Collection Period, and (ii) in respect of each Receivable Interest funded through a Liquidity Funding, the entire Interest Period of such Liquidity Funding. SHAMROCK RECEIVABLE: Each Receivable generated by the Shamrock division of T&B Corp. SUBSIDIARY: Of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, association, limited liability company, joint venture or similar business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. T&B CORP.: As defined in the preamble to this Agreement. TAX CODE: The Internal Revenue Code of 1986, as the same may be amended from time to time. TERMINATING TRANCHE: As defined in SECTION 4.3(b). TRANSACTION DOCUMENTS: Collectively, this Agreement, each Purchase Notice, the Receivables Contribution Agreement, the Receivables Transfer Agreement, each Collection Account Agreement, the Fee Letter, and all other instruments, documents and agreements executed and delivered in connection herewith. UCC: The Uniform Commercial Code as from time to time in effect in the specified jurisdiction. UNMATURED LIQUIDATION EVENT: An event which, with the passage of time or the giving of notice, or both, would constitute a Liquidation Event. VOLUME INCENTIVE DISCOUNT RESERVE: For any Collection Period, the sum of (a) the lesser of the (i) Monthly VID Amount and (ii) the Alternative Monthly VID Amount and (b) the Additional VID Reserve Amount. I-20

VID BALANCE: For any Collection Period, the aggregate dollar amount of credits or other reductions in purchase price for merchandise given by the Originators to its customers in respect of volume incentive discounts during the immediately preceding Collection Period. WACHOVIA: Wachovia Bank, N.A. in its individual capacity and its successors. YIELD: For each Interest Period relating to a Receivable Interest funded through a Liquidity Funding, an amount

VID BALANCE: For any Collection Period, the aggregate dollar amount of credits or other reductions in purchase price for merchandise given by the Originators to its customers in respect of volume incentive discounts during the immediately preceding Collection Period. WACHOVIA: Wachovia Bank, N.A. in its individual capacity and its successors. YIELD: For each Interest Period relating to a Receivable Interest funded through a Liquidity Funding, an amount equal to the product of the applicable Yield Rate for such Receivable Interest multiplied by the Invested Amount of such Receivable Interest for each day elapsed during such Interest Period, annualized on a 360 day basis. YIELD RATE: With respect to each Receivable Interest funded through a Liquidity Funding, the LIBO Rate, the Alternate Base Rate or the Default Rate, as applicable. YIELD RESERVE: For any Collection Period, the product (expressed as a percentage) of (i) 1.5 TIMES (ii) the Alternate Base Rate as of the immediately preceding Cut-Off Date TIMES (iii) a fraction the numerator of which is (A) from the Closing Date to the first day of the ninth Collection Period occurring after the Closing Date, the highest Days Sales Outstanding for the eight (8) Collection Periods then most recently ended, (B) from and after the first day of the ninth Collection Period until the first day of the thirteenth Collection Period, the highest Days Sales Outstanding for the preceding Collection Periods occurring after the Closing Date or (C) for any day from and after the first day of the thirteenth Collection Period, the Days Sales Outstanding for the most recent twelve (12) Collection Periods and the denominator of which is 360. All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of Tennessee or any other applicable state, and not specifically defined herein, are used herein as defined in such Article 9. I-21

EXHIBIT II FORM OF PURCHASE NOTICE TBSPV, INC. PURCHASE NOTICE dated ______________, 20__ for Purchase on ________________, 20__ Wachovia Bank, N.A., as Administrative Agent 191 Peachtree Street, N.E., GA-423 Atlanta, Georgia 30303 Attention: Elizabeth R. Wagner, Fax No. (404) 332-5152 Ladies and Gentlemen: Reference is made to the Receivables Purchase Agreement dated as of September 21, 2001 (as amended, supplemented or otherwise modified from time to time, the "RECEIVABLES PURCHASE AGREEMENT") among TBSPV, Inc. (the "SELLER"), Thomas & Betts Corporation, as initial Master Servicer, Blue Ridge Asset Funding Corporation, and Wachovia Bank N.A., as Administrative Agent. Capitalized terms defined in the Receivables Purchase Agreement are used herein with the same meanings. 1. The [MASTER SERVICER, ON BEHALF OF THE] the Seller hereby certifies, represents and warrants to the Administrative Agent and Blue Ridge that on and as of the Purchase Date (as hereinafter defined): (a) all applicable conditions precedent set forth in Article VI of the Receivables Purchase Agreement have been satisfied;

EXHIBIT II FORM OF PURCHASE NOTICE TBSPV, INC. PURCHASE NOTICE dated ______________, 20__ for Purchase on ________________, 20__ Wachovia Bank, N.A., as Administrative Agent 191 Peachtree Street, N.E., GA-423 Atlanta, Georgia 30303 Attention: Elizabeth R. Wagner, Fax No. (404) 332-5152 Ladies and Gentlemen: Reference is made to the Receivables Purchase Agreement dated as of September 21, 2001 (as amended, supplemented or otherwise modified from time to time, the "RECEIVABLES PURCHASE AGREEMENT") among TBSPV, Inc. (the "SELLER"), Thomas & Betts Corporation, as initial Master Servicer, Blue Ridge Asset Funding Corporation, and Wachovia Bank N.A., as Administrative Agent. Capitalized terms defined in the Receivables Purchase Agreement are used herein with the same meanings. 1. The [MASTER SERVICER, ON BEHALF OF THE] the Seller hereby certifies, represents and warrants to the Administrative Agent and Blue Ridge that on and as of the Purchase Date (as hereinafter defined): (a) all applicable conditions precedent set forth in Article VI of the Receivables Purchase Agreement have been satisfied; (b) each of its representations and warranties contained in SECTION 5.1 of the Receivables Purchase Agreement will be true and correct, in all material respects, as if made on and as of the Purchase Date; (c) no event will have occurred and is continuing, or would result from the requested Purchase, that constitutes a Liquidation Event or Unmatured Liquidation Event; (d) the Facility Termination Date has not occurred; and (e) after giving effect to the Purchase requested below, the Aggregate Invested Amount will not exceed the Purchase Limit and the aggregate Receivable Interests will not exceed 100%. II-1

2. The [MASTER SERVICER, ON BEHALF OF THE] the Seller hereby requests that Blue Ridge make a Purchase on ___________, 20__ (the "PURCHASE DATE") as follows: (a) Purchase Price: $_____________ (b) If the Purchase is funded with a Liquidity Funding, [MASTER SERVICER ON BEHALF OF THE] the Seller requests that the Invested Amount (which will initially accrue Yield at the Alternate Base Rate) begin to accrued Yield at a LIBO Rate for a Interest Period of _____ months on the third Business Day after the Purchase Date). 3. Please disburse the proceeds of the Purchase as follows:

2. The [MASTER SERVICER, ON BEHALF OF THE] the Seller hereby requests that Blue Ridge make a Purchase on ___________, 20__ (the "PURCHASE DATE") as follows: (a) Purchase Price: $_____________ (b) If the Purchase is funded with a Liquidity Funding, [MASTER SERVICER ON BEHALF OF THE] the Seller requests that the Invested Amount (which will initially accrue Yield at the Alternate Base Rate) begin to accrued Yield at a LIBO Rate for a Interest Period of _____ months on the third Business Day after the Purchase Date). 3. Please disburse the proceeds of the Purchase as follows: [APPLY $________ TO PAYMENT OF AGGREGATE UNPAIDS DUE ON THE PURCHASE DATE]. [WIRE TRANSFER $________ TO ACCOUNT NO. ________ AT ___________ BANK, IN [CITY, STATE], ABA NO. __________, REFERENCE: ________]. IN WITNESS WHEREOF, the [MASTER SERVICER, ON BEHALF OF THE] the Seller has caused this Purchase Request to be executed and delivered as of this ____ day of ___________, _____. [_______________________, AS MASTER SERVICER, ON BEHALF OF:] ____________., as the Seller By: Name: Title: II-2

EXHIBIT III PLACES OF BUSINESS OF THE SELLER PARTIES; LOCATIONS OF RECORDS; FEDERAL EMPLOYER IDENTIFICATION NUMBER(S) THOMAS & BETTS CORPORATION Jurisdiction of Incorporation: Tennessee
Chief Executive Office: 8155 T&B Boulevard Memphis, TN 38125

Location of Records:

8155 T&B Boulevard Memphis, TN 38125

Federal Employer Identification Number:

22-1326940

TBSPV, INC. Jurisdiction of Incorporation: Delaware
Chief Executive Office: 501 Silverside Road, Suite 67 Wilmington, DE 19809

EXHIBIT III PLACES OF BUSINESS OF THE SELLER PARTIES; LOCATIONS OF RECORDS; FEDERAL EMPLOYER IDENTIFICATION NUMBER(S) THOMAS & BETTS CORPORATION Jurisdiction of Incorporation: Tennessee
Chief Executive Office: 8155 T&B Boulevard Memphis, TN 38125

Location of Records:

8155 T&B Boulevard Memphis, TN 38125

Federal Employer Identification Number:

22-1326940

TBSPV, INC. Jurisdiction of Incorporation: Delaware
Chief Executive Office: 501 Silverside Road, Suite 67 Wilmington, DE 19809

Location of Records:

8155 T&B Boulevard Memphis, TN 38125

Federal Employer Identification Number:

62-1759303

III-1

EXHIBIT IV NAMES OF COLLECTION BANKS; LOCK-BOXES AND COLLECTION ACCOUNTS
========================================================================================================= SERVICE PROVIDER LOCKBOX TITLE LOCKBOX # REMITTANCE ADDRESS PRIOR TO CLOSING DATE --------------------------------------------------------------------------------------------------------Northern Trust Thomas & Betts Corporation 92536 P.O. Box 92536 Chicago, IL 60675 --------------------------------------------------------------------------------------------------------Wachovia Thomas & Betts Corporation 101215 P.O. Box 101215 Atlanta, GA 30392-1215 ========================================================================================================= ======================================================= CONTACT NAME CONTACT ADDRESS ------------------------------------------------------John E 50 South LaSalle St Burda Chicago, IL 60675 312-444-3455 ------------------------------------------------------Dawn Barlow 191 Peachtree Street 404-332-1414 Atlanta, GA 30303 =======================================================

EXHIBIT IV NAMES OF COLLECTION BANKS; LOCK-BOXES AND COLLECTION ACCOUNTS
========================================================================================================= SERVICE PROVIDER LOCKBOX TITLE LOCKBOX # REMITTANCE ADDRESS PRIOR TO CLOSING DATE --------------------------------------------------------------------------------------------------------Northern Trust Thomas & Betts Corporation 92536 P.O. Box 92536 Chicago, IL 60675 --------------------------------------------------------------------------------------------------------Wachovia Thomas & Betts Corporation 101215 P.O. Box 101215 Atlanta, GA 30392-1215 ========================================================================================================= ======================================================= CONTACT NAME CONTACT ADDRESS ------------------------------------------------------John E 50 South LaSalle St Burda Chicago, IL 60675 312-444-3455 ------------------------------------------------------Dawn Barlow 191 Peachtree Street 404-332-1414 Atlanta, GA 30303 =======================================================

IV-1

EXHIBIT V FORM OF COMPLIANCE CERTIFICATE To: Wachovia Bank, N.A., as Administrative Agent This Compliance Certificate is furnished pursuant to that certain Receivables Purchase Agreement dated as of September 21, 2001 among TBSPV, Inc. (the "SELLER"), Thomas & Betts Corporation (the "MASTER SERVICER"), Blue Ridge Asset Funding Corporation and Wachovia Bank, N.A., as agent (the "AGREEMENT"). THE UNDERSIGNED HEREBY CERTIFIES THAT: 1. I am the duly elected _________________ of the Seller. 2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Seller and its Subsidiaries during the accounting period covered by the attached financial statements. 3. The examinations described in PARAGRAPH 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Liquidation Event or Unmatured Liquidation Event, as each such term is defined under the Agreement, during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate[, EXCEPT AS SET FORTH IN PARAGRAPH 5 BELOW]. 4. Schedule I attached hereto sets forth financial data and computations evidencing the compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct. [5. DESCRIBED BELOW ARE THE EXCEPTIONS, IF ANY, TO PARAGRAPH 3 BY LISTING, IN DETAIL, THE NATURE OF THE CONDITION OR EVENT, THE PERIOD DURING

EXHIBIT V FORM OF COMPLIANCE CERTIFICATE To: Wachovia Bank, N.A., as Administrative Agent This Compliance Certificate is furnished pursuant to that certain Receivables Purchase Agreement dated as of September 21, 2001 among TBSPV, Inc. (the "SELLER"), Thomas & Betts Corporation (the "MASTER SERVICER"), Blue Ridge Asset Funding Corporation and Wachovia Bank, N.A., as agent (the "AGREEMENT"). THE UNDERSIGNED HEREBY CERTIFIES THAT: 1. I am the duly elected _________________ of the Seller. 2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Seller and its Subsidiaries during the accounting period covered by the attached financial statements. 3. The examinations described in PARAGRAPH 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Liquidation Event or Unmatured Liquidation Event, as each such term is defined under the Agreement, during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate[, EXCEPT AS SET FORTH IN PARAGRAPH 5 BELOW]. 4. Schedule I attached hereto sets forth financial data and computations evidencing the compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct. [5. DESCRIBED BELOW ARE THE EXCEPTIONS, IF ANY, TO PARAGRAPH 3 BY LISTING, IN DETAIL, THE NATURE OF THE CONDITION OR EVENT, THE PERIOD DURING WHICH IT HAS EXISTED AND THE ACTION WHICH THE SELLER HAS TAKEN, IS TAKING, OR PROPOSES TO TAKE WITH RESPECT TO EACH SUCH CONDITION OR EVENT:_________________] V-1

The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered as of ______________,20__. By: Name: Title: V-2

SCHEDULE I TO COMPLIANCE CERTIFICATE A. Schedule of Compliance as of __________, ____ with Section ___ of the Agreement. Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement. This schedule relates to the Fiscal Month ended: _______________

The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered as of ______________,20__. By: Name: Title: V-2

SCHEDULE I TO COMPLIANCE CERTIFICATE A. Schedule of Compliance as of __________, ____ with Section ___ of the Agreement. Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement. This schedule relates to the Fiscal Month ended: _______________

EXHIBIT VI FORM OF COLLECTION ACCOUNT AGREEMENT COLLECTION ACCOUNT AGREEMENT _____________, 2001 [COLLECTION BANK NAME] [COLLECTION BANK ADDRESS] Attn: _____________________ Fax No. (___) ______________ Re: [NAME OF CURRENT LOCK-BOX OWNER]/TBSPV, INC. Ladies and Gentlemen: Reference is hereby made to each of the [DEPARTMENTAL] post office boxes listed on Schedule 1 hereto (each, a "LOCK-BOX") of which [COLLECTION BANK NAME], a _________ banking association (hereinafter "YOU"), has exclusive control for the purpose of receiving mail and processing payments therefrom pursuant to the [LOCK-BOX SERVICE AGREEMENT] dated _______________, originally by and between _____________ (the "COMPANY") and you (the "SERVICE AGREEMENT"). 1. You hereby confirm your agreement to perform the services described therein. Among the services you have agreed to perform therein, is to endorse all checks and other evidences of payment received in each of the LockBoxes, and credit such payments to account no. _____________ (the "LOCK-BOX ACCOUNT"). 2. The Company hereby informs you that it has transferred to its affiliate, TBSPV, Inc., a Delaware corporation (the "SELLER") all of the Company's right, title and interest in and to the items from time to time received in the Lock-Boxes and/or deposited in the Lock-Box Account, but that the Company has agreed to continue to service the receivables giving rise to such items. Accordingly, the Company and the Seller hereby request that the name of the Lock-Box Account be changed to "TBSPV, Inc." the Seller hereby further advises you that it has pledged the receivables giving rise to such items to Wachovia Bank, N.A., as agent for various parties (in such capacity, the "ADMINISTRATIVE AGENT") and has granted a security interest to the Administrative Agent in all of the Seller's right, title and interest in and to the Lock-Box Account and the funds therein.

SCHEDULE I TO COMPLIANCE CERTIFICATE A. Schedule of Compliance as of __________, ____ with Section ___ of the Agreement. Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Agreement. This schedule relates to the Fiscal Month ended: _______________

EXHIBIT VI FORM OF COLLECTION ACCOUNT AGREEMENT COLLECTION ACCOUNT AGREEMENT _____________, 2001 [COLLECTION BANK NAME] [COLLECTION BANK ADDRESS] Attn: _____________________ Fax No. (___) ______________ Re: [NAME OF CURRENT LOCK-BOX OWNER]/TBSPV, INC. Ladies and Gentlemen: Reference is hereby made to each of the [DEPARTMENTAL] post office boxes listed on Schedule 1 hereto (each, a "LOCK-BOX") of which [COLLECTION BANK NAME], a _________ banking association (hereinafter "YOU"), has exclusive control for the purpose of receiving mail and processing payments therefrom pursuant to the [LOCK-BOX SERVICE AGREEMENT] dated _______________, originally by and between _____________ (the "COMPANY") and you (the "SERVICE AGREEMENT"). 1. You hereby confirm your agreement to perform the services described therein. Among the services you have agreed to perform therein, is to endorse all checks and other evidences of payment received in each of the LockBoxes, and credit such payments to account no. _____________ (the "LOCK-BOX ACCOUNT"). 2. The Company hereby informs you that it has transferred to its affiliate, TBSPV, Inc., a Delaware corporation (the "SELLER") all of the Company's right, title and interest in and to the items from time to time received in the Lock-Boxes and/or deposited in the Lock-Box Account, but that the Company has agreed to continue to service the receivables giving rise to such items. Accordingly, the Company and the Seller hereby request that the name of the Lock-Box Account be changed to "TBSPV, Inc." the Seller hereby further advises you that it has pledged the receivables giving rise to such items to Wachovia Bank, N.A., as agent for various parties (in such capacity, the "ADMINISTRATIVE AGENT") and has granted a security interest to the Administrative Agent in all of the Seller's right, title and interest in and to the Lock-Box Account and the funds therein. VI-1

3. Each of the Company and the Seller hereby irrevocably instructs you, and you hereby agree, that upon receiving notice from the Administrative Agent in the form attached hereto as Annex A: (i) the name of the Lock-Box Account will be changed to "Wachovia Bank, N.A., as Administrative Agent" (or any designee of the Administrative Agent), and the Administrative Agent will have exclusive ownership of and access to the Lock-Boxes and the Lock-Box Account, and none of the Company, the Seller, nor any of their respective affiliates will have any control of the Lock-Boxes or the Lock-Box Account or any access thereto, (ii)

EXHIBIT VI FORM OF COLLECTION ACCOUNT AGREEMENT COLLECTION ACCOUNT AGREEMENT _____________, 2001 [COLLECTION BANK NAME] [COLLECTION BANK ADDRESS] Attn: _____________________ Fax No. (___) ______________ Re: [NAME OF CURRENT LOCK-BOX OWNER]/TBSPV, INC. Ladies and Gentlemen: Reference is hereby made to each of the [DEPARTMENTAL] post office boxes listed on Schedule 1 hereto (each, a "LOCK-BOX") of which [COLLECTION BANK NAME], a _________ banking association (hereinafter "YOU"), has exclusive control for the purpose of receiving mail and processing payments therefrom pursuant to the [LOCK-BOX SERVICE AGREEMENT] dated _______________, originally by and between _____________ (the "COMPANY") and you (the "SERVICE AGREEMENT"). 1. You hereby confirm your agreement to perform the services described therein. Among the services you have agreed to perform therein, is to endorse all checks and other evidences of payment received in each of the LockBoxes, and credit such payments to account no. _____________ (the "LOCK-BOX ACCOUNT"). 2. The Company hereby informs you that it has transferred to its affiliate, TBSPV, Inc., a Delaware corporation (the "SELLER") all of the Company's right, title and interest in and to the items from time to time received in the Lock-Boxes and/or deposited in the Lock-Box Account, but that the Company has agreed to continue to service the receivables giving rise to such items. Accordingly, the Company and the Seller hereby request that the name of the Lock-Box Account be changed to "TBSPV, Inc." the Seller hereby further advises you that it has pledged the receivables giving rise to such items to Wachovia Bank, N.A., as agent for various parties (in such capacity, the "ADMINISTRATIVE AGENT") and has granted a security interest to the Administrative Agent in all of the Seller's right, title and interest in and to the Lock-Box Account and the funds therein. VI-1

3. Each of the Company and the Seller hereby irrevocably instructs you, and you hereby agree, that upon receiving notice from the Administrative Agent in the form attached hereto as Annex A: (i) the name of the Lock-Box Account will be changed to "Wachovia Bank, N.A., as Administrative Agent" (or any designee of the Administrative Agent), and the Administrative Agent will have exclusive ownership of and access to the Lock-Boxes and the Lock-Box Account, and none of the Company, the Seller, nor any of their respective affiliates will have any control of the Lock-Boxes or the Lock-Box Account or any access thereto, (ii) you will either continue to send the funds from the Lock-Boxes to the Lock-Box Account, or will redirect the funds as the Administrative Agent may otherwise request, (iii) you will transfer monies on deposit in the LockBox Account to the following account:
Bank Name: Location: ABA Routing No.: Credit Account No.: Wachovia Bank, N.A. Winston-Salem, SC ABA # 053100494 For credit to Blue Ridge Asset Funding Account #8735-098787.

3. Each of the Company and the Seller hereby irrevocably instructs you, and you hereby agree, that upon receiving notice from the Administrative Agent in the form attached hereto as Annex A: (i) the name of the Lock-Box Account will be changed to "Wachovia Bank, N.A., as Administrative Agent" (or any designee of the Administrative Agent), and the Administrative Agent will have exclusive ownership of and access to the Lock-Boxes and the Lock-Box Account, and none of the Company, the Seller, nor any of their respective affiliates will have any control of the Lock-Boxes or the Lock-Box Account or any access thereto, (ii) you will either continue to send the funds from the Lock-Boxes to the Lock-Box Account, or will redirect the funds as the Administrative Agent may otherwise request, (iii) you will transfer monies on deposit in the LockBox Account to the following account:
Bank Name: Location: ABA Routing No.: Credit Account No.: Wachovia Bank, N.A. Winston-Salem, SC ABA # 053100494 For credit to Blue Ridge Asset Funding Account #8735-098787.

Reference: Blue Ridge/TBSPV, Inc. Attention: John Dillon, tel. (336) 732-2690 or to such other account as the Administrative Agent may specify, (iv) all services to be performed by you under the Service Agreement will be performed on behalf of the Administrative Agent, and (v) all correspondence or other mail which you have agreed to send to the Company or the Seller will be sent to the Administrative Agent at the following address: Wachovia Bank, N.A., as Administrative Agent 191 Peachtree Street Mail Stop GA-423 Atlanta, GA 30303 Attn: Elizabeth K. Wagner, Asset-Backed Finance Fax: (404) 332- 5152 Moreover, upon such notice, the Administrative Agent will have all rights and remedies given to the Company (and the Seller, as the Company's assignee) under the Service Agreement. The Company agrees, however, to continue to pay all fees and other assessments due thereunder at any time. 4. You hereby acknowledge that monies deposited in the Lock-Box Account or any other account established with you by the Administrative Agent for the purpose of receiving funds from the Lock-Boxes are subject to the liens of the Administrative Agent, and will not be subject to deduction, set-off, banker's lien or any other right you or any other party may have against the Company or the Seller except that you may debit the Lock-Box Account for any items deposited therein that are returned or otherwise not collected and for all charges, fees, commissions and expenses incurred by you in providing services hereunder, all in accordance with your customary practices for the charge back of returned items and expenses. VI-2

5. You will be liable only for direct damages in the event you fail to exercise ordinary care. You shall be deemed to have exercised ordinary care if your action or failure to act is in conformity with general banking usages or is otherwise a commercially reasonable practice of the banking industry. You shall not be liable for any special, indirect or consequential damages, even if you have been advised of the possibility of these damages. 6. The parties acknowledge that you may assign or transfer your rights and obligations hereunder solely to a wholly-owned subsidiary of [INSERT NAME OF COLLECTION BANK'S HOLDING COMPANY]. 7. The Seller agrees to indemnify you for, and hold you harmless from, all claims, damages, losses, liabilities and expenses, including reasonable legal fees and expenses, resulting from or with respect to this letter agreement and the administration and maintenance of the Lock-Box Account and the services provided hereunder, including, without limitation: (a) any action taken, or not taken, by you in regard thereto in accordance with the terms of this letter agreement, (b) the breach of any representation or warranty made by the Seller pursuant to this letter

5. You will be liable only for direct damages in the event you fail to exercise ordinary care. You shall be deemed to have exercised ordinary care if your action or failure to act is in conformity with general banking usages or is otherwise a commercially reasonable practice of the banking industry. You shall not be liable for any special, indirect or consequential damages, even if you have been advised of the possibility of these damages. 6. The parties acknowledge that you may assign or transfer your rights and obligations hereunder solely to a wholly-owned subsidiary of [INSERT NAME OF COLLECTION BANK'S HOLDING COMPANY]. 7. The Seller agrees to indemnify you for, and hold you harmless from, all claims, damages, losses, liabilities and expenses, including reasonable legal fees and expenses, resulting from or with respect to this letter agreement and the administration and maintenance of the Lock-Box Account and the services provided hereunder, including, without limitation: (a) any action taken, or not taken, by you in regard thereto in accordance with the terms of this letter agreement, (b) the breach of any representation or warranty made by the Seller pursuant to this letter agreement, (c) any item, including, without limitation, any automated clearinghouse transaction, which is returned for any reason, and (d) any failure of the Seller to pay any invoice or charge to you for services in respect to this letter agreement and the Lock-Box Account or any amount owing to you from the Seller with respect thereto or to the service provided hereunder; except for claims, damages, losses, liabilities and expenses arising from your gross negligence or willful misconduct. 8. THIS LETTER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER WILL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF _________, WHICH STATE SHALL BE YOUR "LOCATION" FOR PURPOSES OF THE UNIFORM COMMERCIAL CODE FROM AND AFTER JULY 1, 2001. This letter agreement may be executed in any number of counterparts and all of such counterparts taken together will be deemed to constitute one and the same instrument. 9. This letter agreement contains the entire agreement between the parties, and may not be altered, modified, terminated or amended in any respect, nor may any right, power or privilege of any party hereunder be waived or released or discharged, except upon execution by all parties hereto of a written instrument so providing. In the event that any provision in this letter agreement is in conflict with, or is inconsistent with, any provision of the Service Agreement, this letter agreement will exclusively govern and control. Each party agrees to take all actions reasonably requested by any other party to carry out the purposes of this letter agreement or to preserve and protect the rights of each party hereunder. Please indicate your agreement to the terms of this letter agreement by signing in the space provided below. This letter agreement will become effective immediately upon execution of a counterpart of this letter agreement by all parties hereto. Very truly yours, [NAME OF CURRENT LOCK-BOX OWNER] VI-3

By: Name: Title: TBSPV, INC. By: Name: Title: Acknowledged and agreed to as of

By: Name: Title: TBSPV, INC. By: Name: Title: Acknowledged and agreed to as of the date first above written: [COLLECTION BANK] By: Name: Title: WACHOVIA BANK, N.A., as Administrative Agent By: Name: Title: VI-4

ANNEX A FORM OF NOTICE [ON LETTERHEAD OF THE ADMINISTRATIVE AGENT] [DATE] [COLLECTION BANK NAME] [COLLECTION BANK ADDRESS] Attn: _____________________ Fax No. (___) ______________ Re: [NAME OF CURRENT LOCK-BOX OWNER]/TBSPV, INC. Ladies and Gentlemen: We hereby notify you that we are exercising our rights pursuant to that certain letter agreement dated September 21, 2001 (the "LETTER AGREEMENT") among [NAME OF CURRENT LOCK-BOX OWNER], TBSPV, Inc., you and us, to have the name of, and to have exclusive ownership and control of, account no. __________ identified in the Letter Agreement (the "LOCK-BOX ACCOUNT") maintained with you, transferred to us. The Lock-Box Account will henceforth be a zero-balance account, and funds deposited in the Lock-Box Account should be sent at the end of each day to the account specified in Section 3(i) of the Letter Agreement, or as otherwise directed by the undersigned. You have further agreed to perform all other services you are performing under the "Service Agreement" (as defined in the Letter Agreement) on our behalf. We appreciate your cooperation in this matter.

ANNEX A FORM OF NOTICE [ON LETTERHEAD OF THE ADMINISTRATIVE AGENT] [DATE] [COLLECTION BANK NAME] [COLLECTION BANK ADDRESS] Attn: _____________________ Fax No. (___) ______________ Re: [NAME OF CURRENT LOCK-BOX OWNER]/TBSPV, INC. Ladies and Gentlemen: We hereby notify you that we are exercising our rights pursuant to that certain letter agreement dated September 21, 2001 (the "LETTER AGREEMENT") among [NAME OF CURRENT LOCK-BOX OWNER], TBSPV, Inc., you and us, to have the name of, and to have exclusive ownership and control of, account no. __________ identified in the Letter Agreement (the "LOCK-BOX ACCOUNT") maintained with you, transferred to us. The Lock-Box Account will henceforth be a zero-balance account, and funds deposited in the Lock-Box Account should be sent at the end of each day to the account specified in Section 3(i) of the Letter Agreement, or as otherwise directed by the undersigned. You have further agreed to perform all other services you are performing under the "Service Agreement" (as defined in the Letter Agreement) on our behalf. We appreciate your cooperation in this matter. Very truly yours, WACHOVIA BANK, N.A., as Administrative Agent By: Name: Title: VI-5

SCHEDULE 1 LOCK-BOX POST OFFICE ADDRESS

SCHEDULE 1 LOCK-BOX POST OFFICE ADDRESS

VI-6

EXHIBIT VII SUMMARY OF CREDIT PRACTICES SEE EXHIBIT V TO RECEIVABLES CONTRIBUTION AGREEMENT VII-1

EXHIBIT VIII FORM OF MONTHLY REPORT [See attached] VIII-1

Thomas & Betts Corp. Monthly Report (Page 1) ($)
1. PORTFOLIO INFORMATION 1. Beginning of Month Balance (Total A/R Outstanding) 2. Gross Sales (Domestic & Foreign): 3. Deduct a. Total Collections: b. Non-Contractual Dilution c. Write Offs 4. a. Calculated Ending A/R Balance [(1)+(2)-(3a,b,c)+(d-e)]: b. Reported Ending A/R Balance c. Difference (Related to Contractual Dilution) 5. Deduct: / / / / / / / / / / / / / / / /

/

EXHIBIT VII SUMMARY OF CREDIT PRACTICES SEE EXHIBIT V TO RECEIVABLES CONTRIBUTION AGREEMENT VII-1

EXHIBIT VIII FORM OF MONTHLY REPORT [See attached] VIII-1

Thomas & Betts Corp. Monthly Report (Page 1) ($)
1. PORTFOLIO INFORMATION 1. Beginning of Month Balance (Total A/R Outstanding) 2. Gross Sales (Domestic & Foreign): 3. Deduct a. Total Collections: b. Non-Contractual Dilution c. Write Offs 4. a. Calculated Ending A/R Balance [(1)+(2)-(3a,b,c)+(d-e)]: b. Reported Ending A/R Balance c. Difference (Related to Contractual Dilution) 5. Deduct: a. Over 120 Days Past Due b. Foreign addresses c. Government d. Intercompany and JV e. Gross age f. Diluted Rec. Not Over 90 Days g. Debit Memos h. Chargebacks i. Unidentified Cash j. Extended Payment Terms o. Net Duplicate Ineligibles p. Total Ineligibles 6. Eligible Receivables Net Balance [(4b)-(7b)]: 7a. Deduct Excess Concentration / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / /

/

EXHIBIT VIII FORM OF MONTHLY REPORT [See attached] VIII-1

Thomas & Betts Corp. Monthly Report (Page 1) ($)
1. PORTFOLIO INFORMATION 1. Beginning of Month Balance (Total A/R Outstanding) 2. Gross Sales (Domestic & Foreign): 3. Deduct a. Total Collections: b. Non-Contractual Dilution c. Write Offs 4. a. Calculated Ending A/R Balance [(1)+(2)-(3a,b,c)+(d-e)]: b. Reported Ending A/R Balance c. Difference (Related to Contractual Dilution) 5. Deduct: a. Over 120 Days Past Due b. Foreign addresses c. Government d. Intercompany and JV e. Gross age f. Diluted Rec. Not Over 90 Days g. Debit Memos h. Chargebacks i. Unidentified Cash j. Extended Payment Terms o. Net Duplicate Ineligibles p. Total Ineligibles 6. Eligible Receivables Net Balance [(4b)-(7b)]: 7a. Deduct Excess Concentration 7b. Deduct Contractural Dilution k. VID Reserve l. Cash Discounts Reserve m. Advertising Reserve 8. Net Pool Balance [(6) - (7a)-(7b)]: / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / /

/

9.

Aging

Current

One Month

Two Months

Three

Thomas & Betts Corp. Monthly Report (Page 1) ($)
1. PORTFOLIO INFORMATION 1. Beginning of Month Balance (Total A/R Outstanding) 2. Gross Sales (Domestic & Foreign): 3. Deduct a. Total Collections: b. Non-Contractual Dilution c. Write Offs 4. a. Calculated Ending A/R Balance [(1)+(2)-(3a,b,c)+(d-e)]: b. Reported Ending A/R Balance c. Difference (Related to Contractual Dilution) 5. Deduct: a. Over 120 Days Past Due b. Foreign addresses c. Government d. Intercompany and JV e. Gross age f. Diluted Rec. Not Over 90 Days g. Debit Memos h. Chargebacks i. Unidentified Cash j. Extended Payment Terms o. Net Duplicate Ineligibles p. Total Ineligibles 6. Eligible Receivables Net Balance [(4b)-(7b)]: 7a. Deduct Excess Concentration 7b. Deduct Contractural Dilution k. VID Reserve l. Cash Discounts Reserve m. Advertising Reserve 8. Net Pool Balance [(6) - (7a)-(7b)]: / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / /

/

Aging Current One Month Two Months Three Schedules Month % Prior Prior Pri --------------------------------------------------------------------------------------------------------a. Current b. 1-30 Days Past Due c. 31-60 Days Past Due d. 61-90 Days Past Due e. 91-120 Days Past Due f. 121-150 Days Past Due g. Over 150 Days Past Due h. Total ---------------------------------------------------------------------------------------------------------

9.

Thomas & Betts Corp. Monthly Report #REF! #REF! (Page 2) ($) II. Calculations Reflecting Current Activity:
10. Face Value CP Outstanding 11. Required Reserve % 12. Required Reserve [(8)x(11)] 13. Maximum Funding Availability / / / / / / / /

III. Compliance
14. Asset Interest [(10)+(12)/(8)] less than 100% 15. 3M Avg. Delinquency Ratio 16. 3M Avg. Default Ratio 17. 3M Avg. Dilution Ratio 18. Facility Limit (12) less than= $205,000,000 19. Required Capital Amount Net Worth

In Compliance In Compliance In Compliance In Compliance

/ / / / / / / /

In Compliance In Compliance / / / /

Thomas & Betts Corp. Monthly Report #REF! #REF! (Page 3) ($) IV. Excess Concentration (Calculation) Eligible Receivables #REF!
Allowable Percentage #REF! #REF! #REF! #REF! #REF! #REF! Max. Allowable Balance Credit Rating ------------#REF! #REF! #REF! #REF! #REF! #REF!

Largest Short-Term Allowable Total Al Obligors Debt Rating Percentage Receivables Rec --------------------------------------------------------------------------------------------------------1 --------------------------------------------------------------------------------------------------------2 --------------------------------------------------------------------------------------------------------3 --------------------------------------------------------------------------------------------------------4 --------------------------------------------------------------------------------------------------------5

Thomas & Betts Corp. Monthly Report #REF! #REF! (Page 2) ($) II. Calculations Reflecting Current Activity:
10. Face Value CP Outstanding 11. Required Reserve % 12. Required Reserve [(8)x(11)] 13. Maximum Funding Availability / / / / / / / /

III. Compliance
14. Asset Interest [(10)+(12)/(8)] less than 100% 15. 3M Avg. Delinquency Ratio 16. 3M Avg. Default Ratio 17. 3M Avg. Dilution Ratio 18. Facility Limit (12) less than= $205,000,000 19. Required Capital Amount Net Worth

In Compliance In Compliance In Compliance In Compliance

/ / / / / / / /

In Compliance In Compliance / / / /

Thomas & Betts Corp. Monthly Report #REF! #REF! (Page 3) ($) IV. Excess Concentration (Calculation) Eligible Receivables #REF!
Allowable Percentage #REF! #REF! #REF! #REF! #REF! #REF! Max. Allowable Balance Credit Rating ------------#REF! #REF! #REF! #REF! #REF! #REF!

Largest Short-Term Allowable Total Al Obligors Debt Rating Percentage Receivables Rec --------------------------------------------------------------------------------------------------------1 --------------------------------------------------------------------------------------------------------2 --------------------------------------------------------------------------------------------------------3 --------------------------------------------------------------------------------------------------------4 --------------------------------------------------------------------------------------------------------5 ---------------------------------------------------------------------------------------------------------

Thomas & Betts Corp. Monthly Report #REF! #REF! (Page 3) ($) IV. Excess Concentration (Calculation) Eligible Receivables #REF!
Allowable Percentage #REF! #REF! #REF! #REF! #REF! #REF! Max. Allowable Balance Credit Rating ------------#REF! #REF! #REF! #REF! #REF! #REF!

Largest Short-Term Allowable Total Al Obligors Debt Rating Percentage Receivables Rec --------------------------------------------------------------------------------------------------------1 --------------------------------------------------------------------------------------------------------2 --------------------------------------------------------------------------------------------------------3 --------------------------------------------------------------------------------------------------------4 --------------------------------------------------------------------------------------------------------5 --------------------------------------------------------------------------------------------------------6 --------------------------------------------------------------------------------------------------------7 --------------------------------------------------------------------------------------------------------8 --------------------------------------------------------------------------------------------------------9 --------------------------------------------------------------------------------------------------------10 --------------------------------------------------------------------------------------------------------11 --------------------------------------------------------------------------------------------------------12 --------------------------------------------------------------------------------------------------------13 --------------------------------------------------------------------------------------------------------14 --------------------------------------------------------------------------------------------------------15 ----------------------------------------------------------------------------------------------------------------------------Total ---------------------

the undersigned hereby represents and warrants that the foregoing is a true and accurate acounting with respect to outstanding receivables as of ______________ accordance with the Credit and Security Agreement dated October 25, 2000 and that all representations and warranties related to such Agreement are restated and reaffirmed. Signed: ____________________________________ Date: __________________ Title:______________________________________

EXHIBIT IX

EXHIBIT IX ACTIONS; SUITS None except as described in the most recent 10-K and 10-Q filed by Thomas & Betts Corporation with the Securities and Exchange Commission and as listed on Exhibit VII to the Receivables Transfer Agreement. IX-1

EXHIBIT X FISCAL MONTHS [See attached.] X-1
THOMAS & BETTS 2001 FINANCIAL CALENDAR --------------------------------------------------------------------------------------------------------JAN FEB MAR --------------------------------------------------------------------------------------------------------S M T W T F S S M T W T F S S M T W --------------------------------------------------------------------------------------------------------/1/ 2 3 4 5 6 29 30 31 1 2 3 26 27 28 7 8 9 10 11 12 13 4 5 6 7 8 9 10 4 5 6 7 14 15 16 17 18 19 20 11 12 13 14 15 16 17 11 12 13 14 21 22 23 24 25 26 27 18 19 20 21 22 23 24 18 19 20 21 28* 25* 25 26 27 28 1* 19 Order Days 20 Order Days 25 Orde --------------------------------------------------------------------------------------------------------APR MAY JUN --------------------------------------------------------------------------------------------------------S M T W T F S S M T W T F S S M T W --------------------------------------------------------------------------------------------------------2 3 4 5 6 7 30 1 2 3 4 5 /28/ 29 30 8 9 10 11 12 13 14 6 7 8 9 10 11 12 3 4 5 6 15 16 17 18 19 20 21 13 14 15 16 17 18 19 10 11 12 13 22 23 24 25 26 27 28 20 21 22 23 24 25 26 17 18 19 20 29* 27* 24 25 26 27 31* 20 Order Days 20 Order Days 24 Orde --------------------------------------------------------------------------------------------------------JUL AUG SEP --------------------------------------------------------------------------------------------------------S M T W T F S S M T W T F S S M T W --------------------------------------------------------------------------------------------------------2 3 /4/ 5 6 7 30 31 1 2 3 4 27 28 29 8 9 10 11 12 13 14 5 6 7 8 9 10 11 2 /3/ 4 5 15 16 17 18 19 20 21 12 13 14 15 16 17 18 9 10 11 12 22 23 24 25 26 27 28 19 20 21 22 23 24 25 16 17 18 19 29* 26* 23 24 25 26 30* 19 Order Days 20 Order Days 24 Orde --------------------------------------------------------------------------------------------------------OCT NOV DEC --------------------------------------------------------------------------------------------------------S M T W T F S S M T W T F S S M T W --------------------------------------------------------------------------------------------------------1 2 3 4 5 6 29 30 31 1 2 3 26 27 28 7 8 9 10 11 12 13 4 5 6 7 8 9 10 2 3 4 5 14 15 16 17 18 19 20 11 12 13 14 15 16 17 9 10 11 12 21 22 23 24 25 26 27 18 19 20 21 /22/ /23/ 24 16 17 18 19 28* 25* 23 /24/ /25/ 26 30*

EXHIBIT X FISCAL MONTHS [See attached.] X-1
THOMAS & BETTS 2001 FINANCIAL CALENDAR --------------------------------------------------------------------------------------------------------JAN FEB MAR --------------------------------------------------------------------------------------------------------S M T W T F S S M T W T F S S M T W --------------------------------------------------------------------------------------------------------/1/ 2 3 4 5 6 29 30 31 1 2 3 26 27 28 7 8 9 10 11 12 13 4 5 6 7 8 9 10 4 5 6 7 14 15 16 17 18 19 20 11 12 13 14 15 16 17 11 12 13 14 21 22 23 24 25 26 27 18 19 20 21 22 23 24 18 19 20 21 28* 25* 25 26 27 28 1* 19 Order Days 20 Order Days 25 Orde --------------------------------------------------------------------------------------------------------APR MAY JUN --------------------------------------------------------------------------------------------------------S M T W T F S S M T W T F S S M T W --------------------------------------------------------------------------------------------------------2 3 4 5 6 7 30 1 2 3 4 5 /28/ 29 30 8 9 10 11 12 13 14 6 7 8 9 10 11 12 3 4 5 6 15 16 17 18 19 20 21 13 14 15 16 17 18 19 10 11 12 13 22 23 24 25 26 27 28 20 21 22 23 24 25 26 17 18 19 20 29* 27* 24 25 26 27 31* 20 Order Days 20 Order Days 24 Orde --------------------------------------------------------------------------------------------------------JUL AUG SEP --------------------------------------------------------------------------------------------------------S M T W T F S S M T W T F S S M T W --------------------------------------------------------------------------------------------------------2 3 /4/ 5 6 7 30 31 1 2 3 4 27 28 29 8 9 10 11 12 13 14 5 6 7 8 9 10 11 2 /3/ 4 5 15 16 17 18 19 20 21 12 13 14 15 16 17 18 9 10 11 12 22 23 24 25 26 27 28 19 20 21 22 23 24 25 16 17 18 19 29* 26* 23 24 25 26 30* 19 Order Days 20 Order Days 24 Orde --------------------------------------------------------------------------------------------------------OCT NOV DEC --------------------------------------------------------------------------------------------------------S M T W T F S S M T W T F S S M T W --------------------------------------------------------------------------------------------------------1 2 3 4 5 6 29 30 31 1 2 3 26 27 28 7 8 9 10 11 12 13 4 5 6 7 8 9 10 2 3 4 5 14 15 16 17 18 19 20 11 12 13 14 15 16 17 9 10 11 12 21 22 23 24 25 26 27 18 19 20 21 /22/ /23/ 24 16 17 18 19 28* 25* 23 /24/ /25/ 26 30* 20 Order Days 18 Work Days - 19 Order Days 22 Work Days --------------------------------------------------------------------------------------------------------/ / = Official Holiday DATE PUBLISHED: 1 Approved by * = Closing Date File Name: ---------------------------------------------------------------------------------------------------------

THOMAS & BETTS 2002 FINANCIAL CALENDAR --------------------------------------------------------------------------------------------------------JAN FEB MAR

THOMAS & BETTS 2001 FINANCIAL CALENDAR --------------------------------------------------------------------------------------------------------JAN FEB MAR --------------------------------------------------------------------------------------------------------S M T W T F S S M T W T F S S M T W --------------------------------------------------------------------------------------------------------/1/ 2 3 4 5 6 29 30 31 1 2 3 26 27 28 7 8 9 10 11 12 13 4 5 6 7 8 9 10 4 5 6 7 14 15 16 17 18 19 20 11 12 13 14 15 16 17 11 12 13 14 21 22 23 24 25 26 27 18 19 20 21 22 23 24 18 19 20 21 28* 25* 25 26 27 28 1* 19 Order Days 20 Order Days 25 Orde --------------------------------------------------------------------------------------------------------APR MAY JUN --------------------------------------------------------------------------------------------------------S M T W T F S S M T W T F S S M T W --------------------------------------------------------------------------------------------------------2 3 4 5 6 7 30 1 2 3 4 5 /28/ 29 30 8 9 10 11 12 13 14 6 7 8 9 10 11 12 3 4 5 6 15 16 17 18 19 20 21 13 14 15 16 17 18 19 10 11 12 13 22 23 24 25 26 27 28 20 21 22 23 24 25 26 17 18 19 20 29* 27* 24 25 26 27 31* 20 Order Days 20 Order Days 24 Orde --------------------------------------------------------------------------------------------------------JUL AUG SEP --------------------------------------------------------------------------------------------------------S M T W T F S S M T W T F S S M T W --------------------------------------------------------------------------------------------------------2 3 /4/ 5 6 7 30 31 1 2 3 4 27 28 29 8 9 10 11 12 13 14 5 6 7 8 9 10 11 2 /3/ 4 5 15 16 17 18 19 20 21 12 13 14 15 16 17 18 9 10 11 12 22 23 24 25 26 27 28 19 20 21 22 23 24 25 16 17 18 19 29* 26* 23 24 25 26 30* 19 Order Days 20 Order Days 24 Orde --------------------------------------------------------------------------------------------------------OCT NOV DEC --------------------------------------------------------------------------------------------------------S M T W T F S S M T W T F S S M T W --------------------------------------------------------------------------------------------------------1 2 3 4 5 6 29 30 31 1 2 3 26 27 28 7 8 9 10 11 12 13 4 5 6 7 8 9 10 2 3 4 5 14 15 16 17 18 19 20 11 12 13 14 15 16 17 9 10 11 12 21 22 23 24 25 26 27 18 19 20 21 /22/ /23/ 24 16 17 18 19 28* 25* 23 /24/ /25/ 26 30* 20 Order Days 18 Work Days - 19 Order Days 22 Work Days --------------------------------------------------------------------------------------------------------/ / = Official Holiday DATE PUBLISHED: 1 Approved by * = Closing Date File Name: ---------------------------------------------------------------------------------------------------------

THOMAS & BETTS 2002 FINANCIAL CALENDAR --------------------------------------------------------------------------------------------------------JAN FEB MAR --------------------------------------------------------------------------------------------------------S M T W T F S S M T W T F S S M T W --------------------------------------------------------------------------------------------------------/31/ /1/ 2 3 4 5 28 29 30 31 1 2 25 26 27 6 7 8 9 10 11 12 3 4 5 6 7 8 9 3 4 5 6 13 14 15 16 17 18 19 10 11 12 13 14 15 16 10 11 12 13 20 21 22 23 24 25 26 17 18 19 20 21 22 23 17 18 19 20 27* 24* 24 25 26 27 31* 19 Work Days - 19 Order Days 20 Order Days 25 Order ---------------------------------------------------------------------------------------------------------

THOMAS & BETTS 2002 FINANCIAL CALENDAR --------------------------------------------------------------------------------------------------------JAN FEB MAR --------------------------------------------------------------------------------------------------------S M T W T F S S M T W T F S S M T W --------------------------------------------------------------------------------------------------------/31/ /1/ 2 3 4 5 28 29 30 31 1 2 25 26 27 6 7 8 9 10 11 12 3 4 5 6 7 8 9 3 4 5 6 13 14 15 16 17 18 19 10 11 12 13 14 15 16 10 11 12 13 20 21 22 23 24 25 26 17 18 19 20 21 22 23 17 18 19 20 27* 24* 24 25 26 27 31* 19 Work Days - 19 Order Days 20 Order Days 25 Order --------------------------------------------------------------------------------------------------------APR MAY JUN --------------------------------------------------------------------------------------------------------S M T W T F S S M T W T F S S M T W --------------------------------------------------------------------------------------------------------1 2 3 4 5 6 29 30 1 2 3 4 /27/ 28 29 7 8 9 10 11 12 13 5 6 7 8 9 10 11 2 3 4 5 14 15 16 17 18 19 20 12 13 14 15 16 17 18 9 10 11 12 21 22 23 24 25 26 27 19 20 21 22 23 24 25 16 17 18 19 28* 26* 23 24 25 26 30* 20 Order Days 20 Order Days 24 Orde --------------------------------------------------------------------------------------------------------JUL AUG SEP --------------------------------------------------------------------------------------------------------S M T W T F S S M T W T F S S M T W --------------------------------------------------------------------------------------------------------1 2 3 /4/ 5 6 29 30 31 1 2 3 26 27 28 7 8 9 10 11 12 13 4 5 6 7 8 9 10 1 /2/ 3 4 14 15 16 17 18 19 20 11 12 13 14 15 16 17 8 9 10 11 21 22 23 24 25 26 27 18 19 20 21 22 23 24 15 16 17 18 28* 25* 22 23 24 25 29* 19 Order Days 20 Order Days 24 Orde --------------------------------------------------------------------------------------------------------OCT NOV DEC --------------------------------------------------------------------------------------------------------S M T W T F S S M T W T F S S M T W --------------------------------------------------------------------------------------------------------30 1 2 3 4 5 28 29 30 31 1 2 25 26 27 6 7 8 9 10 11 12 3 4 5 6 7 8 9 1 2 3 4 13 14 15 16 17 18 19 10 11 12 13 14 15 16 8 9 10 11 20 21 22 23 24 25 26 17 18 19 20 21 22 23 15 16 17 18 27* 24* 22 23 /24/ /25 29* 20 Order Days 20 Work Days 21 Work Days --------------------------------------------------------------------------------------------------------/ / = Official Holiday DATE PUBLISHED: 1 * = Closing Date File Name: ---------------------------------------------------------------------------------------------------------

EXHIBIT XI ERISA MATTERS 1. Shamrock 401(k) Plan: Failed to timely remit employee contributions to plan. Exposure less than $100.00. VCA filed with Internal Revenue Service and Department of Labor. X-1

SCHEDULE A

EXHIBIT XI ERISA MATTERS 1. Shamrock 401(k) Plan: Failed to timely remit employee contributions to plan. Exposure less than $100.00. VCA filed with Internal Revenue Service and Department of Labor. X-1

SCHEDULE A DOCUMENTS TO BE DELIVERED TO THE AGENT ON OR PRIOR TO THE INITIAL PURCHASE 1. Executed copies of the Receivables Purchase Agreement, duly executed by the parties thereto. 2. Copy of the Resolutions of the Board of Directors of each Seller Party certified by its Secretary or Assistant Secretary authorizing such Person's execution, delivery and performance of this Agreement and the other documents to be delivered by it hereunder. 3. Articles or Certificate of Incorporation of each Seller Party and certified by the Secretary of State of its jurisdiction of incorporation on or within thirty (30) days prior to the initial Purchase. 4. Good Standing Certificate for each Seller Party issued by the Secretaries of State of its state of incorporation and each jurisdiction where it has material operations, each of which is listed below: (a) the Seller: Tennessee, Delaware (b) Master Servicer: Tennessee, Alabama, Arizona, Arkansas, California, Florida, Georgia, Illinois, Kansas, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nevada, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia, Washington and Wisconsin. 5. A certificate of the Secretary or Assistant Secretary of each Seller Party certifying (i) the names and signatures of the officers authorized on its behalf to execute this Agreement and any other documents to be delivered by it hereunder and (ii) a copy of such Person's By-Laws. 6. Pre-filing state and federal tax lien, judgment lien and UCC lien searches against the Seller Party from the following jurisdictions: (a) the Seller: Tennessee, Delaware (b) Master Servicer: Tennessee, Alabama 7. Time stamped receipt copies of proper financing statements, duly filed under the UCC on or before the date of the initial Purchase in all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable, under the UCC of all appropriate jurisdictions or any comparable law in order to perfect the ownership interests contemplated by this Agreement.

8. Time stamped receipt copies of proper UCC termination statements, if any, necessary to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Seller. 9. Executed copies of Collection Account Agreements for each Lock-Box and Collection Account.

SCHEDULE A DOCUMENTS TO BE DELIVERED TO THE AGENT ON OR PRIOR TO THE INITIAL PURCHASE 1. Executed copies of the Receivables Purchase Agreement, duly executed by the parties thereto. 2. Copy of the Resolutions of the Board of Directors of each Seller Party certified by its Secretary or Assistant Secretary authorizing such Person's execution, delivery and performance of this Agreement and the other documents to be delivered by it hereunder. 3. Articles or Certificate of Incorporation of each Seller Party and certified by the Secretary of State of its jurisdiction of incorporation on or within thirty (30) days prior to the initial Purchase. 4. Good Standing Certificate for each Seller Party issued by the Secretaries of State of its state of incorporation and each jurisdiction where it has material operations, each of which is listed below: (a) the Seller: Tennessee, Delaware (b) Master Servicer: Tennessee, Alabama, Arizona, Arkansas, California, Florida, Georgia, Illinois, Kansas, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nevada, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia, Washington and Wisconsin. 5. A certificate of the Secretary or Assistant Secretary of each Seller Party certifying (i) the names and signatures of the officers authorized on its behalf to execute this Agreement and any other documents to be delivered by it hereunder and (ii) a copy of such Person's By-Laws. 6. Pre-filing state and federal tax lien, judgment lien and UCC lien searches against the Seller Party from the following jurisdictions: (a) the Seller: Tennessee, Delaware (b) Master Servicer: Tennessee, Alabama 7. Time stamped receipt copies of proper financing statements, duly filed under the UCC on or before the date of the initial Purchase in all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable, under the UCC of all appropriate jurisdictions or any comparable law in order to perfect the ownership interests contemplated by this Agreement.

8. Time stamped receipt copies of proper UCC termination statements, if any, necessary to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Seller. 9. Executed copies of Collection Account Agreements for each Lock-Box and Collection Account. 10. A favorable opinion of legal counsel for the Seller Parties and the Originators reasonably acceptable to the Administrative Agent which addresses the following matters and such other matters as the Administrative Agent may reasonably request: (a) due authorization, execution, delivery, enforceability and other corporate matters with respect to each of the Seller Parties and the Originators; (b) the creation of a first priority perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties in (1) all of the Receivables and Related Security (and, including specifically any undivided interest therein retained by the Seller hereunder), the Sale Agreement, the Transfer Agreement and other

8. Time stamped receipt copies of proper UCC termination statements, if any, necessary to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Seller. 9. Executed copies of Collection Account Agreements for each Lock-Box and Collection Account. 10. A favorable opinion of legal counsel for the Seller Parties and the Originators reasonably acceptable to the Administrative Agent which addresses the following matters and such other matters as the Administrative Agent may reasonably request: (a) due authorization, execution, delivery, enforceability and other corporate matters with respect to each of the Seller Parties and the Originators; (b) the creation of a first priority perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties in (1) all of the Receivables and Related Security (and, including specifically any undivided interest therein retained by the Seller hereunder), the Sale Agreement, the Transfer Agreement and other Transaction Documents and (2) all proceeds of any of the foregoing; (c) the existence of a "true sale" of the Receivables from T&B Corp. to the Seller under the Receivables Contribution Agreement; (d) the inapplicability of the doctrine of substantive consolidation to the Seller and any Originator or the Master Servicer in connection with any bankruptcy proceeding involving any Seller Party or any Originator. 11. A Compliance Certificate. 12. The Fee Letter. 13. A Monthly Report as at August 26, 2001. 14. Executed copies of (i) all consents from and authorizations by any Persons and (ii) all waivers and amendments to existing credit facilities, that are necessary in connection with this Agreement. 15. A direction letter executed by each of the Seller Parties authorizing the Administrative Agent and Blue Ridge, and directing Creditek and other warehousemen to allow the Administrative Agent and Blue Ridge to inspect and make copies from the Seller Party's books and records maintained at off-site data processing or storage facilities. 16. A direction letter executed by each of the Seller Parties authorizing the Administrative Agent and Blue Ridge, and directing VRC and other warehousemen to allow the Administrative Agent and Blue Ridge to inspect and make copies from the Seller Party's books and records maintained at off-site data processing or storage facilities. 17. The Liquidity Agreement, duly executed by each of the parties thereto.

18. If applicable, for each Liquidity Bank that is not incorporated under the laws of the United States of America, or a state thereof, two duly completed copies of United States Internal Revenue Service Form W-8BEN or W8ECI, as applicable, certifying in either case that such Liquidity Bank is entitled to receive payments under the Agreement without deduction or withholding of any United States federal income taxes.

EXHIBIT 10.5 EXECUTION COPY

18. If applicable, for each Liquidity Bank that is not incorporated under the laws of the United States of America, or a state thereof, two duly completed copies of United States Internal Revenue Service Form W-8BEN or W8ECI, as applicable, certifying in either case that such Liquidity Bank is entitled to receive payments under the Agreement without deduction or withholding of any United States federal income taxes.

EXHIBIT 10.5 EXECUTION COPY

RECEIVABLES CONTRIBUTION AGREEMENT DATED AS OF SEPTEMBER 21, 2001 AMONG THOMAS & BETTS CORPORATION, AND TBSPV, INC.

TABLE OF CONTENTS
PAGE ---Article I Amounts and Terms of the Transfers.............................................1 SECTION 1.1 PURCHASE OF TRANSFERS..............................................1 SECTION 1.2 CONTRIBUTIONS......................................................3 SECTION 1.3 CREDIT ADJUSTMENTS.................................................3 SECTION 1.4 PAYMENTS AND COMPUTATIONS, ETC.....................................4 SECTION 1.5 TRANSFER OF RECORDS................................................4 SECTION 1.6 CHARACTERIZATION...................................................4 Article II Representations and Warranties................................................5 SECTION 2.1 REPRESENTATIONS AND WARRANTIES OF THE PARENT.......................5 Article III Conditions of Transfer.......................................................9 SECTION 3.1 CONDITIONS PRECEDENT TO TRANSFER...................................9 SECTION 3.2 [RESERVED].........................................................9 Article IV Covenants.....................................................................9 SECTION 4.1 AFFIRMATIVE COVENANTS OF THE PARENT................................9 SECTION 4.2 NEGATIVE COVENANTS OF THE PARENT..................................13 Article V Termination Events............................................................14 SECTION 5.1 TERMINATION EVENTS................................................14 SECTION 5.2 REMEDIES..........................................................16 Article VI Indemnification..............................................................17 SECTION 6.1 INDEMNITIES BY THE PARENT.........................................17 SECTION 6.2 OTHER COSTS AND EXPENSES..........................................19 Article VII Miscellaneous...............................................................19 SECTION 7.1 WAIVERS AND AMENDMENTS............................................19 SECTION 7.2 NOTICES...........................................................19 SECTION 7.3 PROTECTION OF OWNERSHIP INTERESTS OF THE SPV......................20 SECTION 7.4 CONFIDENTIALITY...................................................20 SECTION 7.5 BANKRUPTCY PETITION...............................................22 SECTION 7.6 LIMITATION OF LIABILITY...........................................22 SECTION 7.7 CHOICE OF LAW.....................................................22 SECTION 7.8 CONSENT TO JURISDICTION...........................................22 SECTION 7.9 WAIVER OF JURY TRIAL..............................................23 SECTION 7.10 INTEGRATION; BINDING EFFECT; SURVIVAL OF TERMS....................23 SECTION 7.11 COUNTERPARTS; SEVERABILITY; SECTION REFERENCES....................24

EXHIBIT 10.5 EXECUTION COPY

RECEIVABLES CONTRIBUTION AGREEMENT DATED AS OF SEPTEMBER 21, 2001 AMONG THOMAS & BETTS CORPORATION, AND TBSPV, INC.

TABLE OF CONTENTS
PAGE ---Article I Amounts and Terms of the Transfers.............................................1 SECTION 1.1 PURCHASE OF TRANSFERS..............................................1 SECTION 1.2 CONTRIBUTIONS......................................................3 SECTION 1.3 CREDIT ADJUSTMENTS.................................................3 SECTION 1.4 PAYMENTS AND COMPUTATIONS, ETC.....................................4 SECTION 1.5 TRANSFER OF RECORDS................................................4 SECTION 1.6 CHARACTERIZATION...................................................4 Article II Representations and Warranties................................................5 SECTION 2.1 REPRESENTATIONS AND WARRANTIES OF THE PARENT.......................5 Article III Conditions of Transfer.......................................................9 SECTION 3.1 CONDITIONS PRECEDENT TO TRANSFER...................................9 SECTION 3.2 [RESERVED].........................................................9 Article IV Covenants.....................................................................9 SECTION 4.1 AFFIRMATIVE COVENANTS OF THE PARENT................................9 SECTION 4.2 NEGATIVE COVENANTS OF THE PARENT..................................13 Article V Termination Events............................................................14 SECTION 5.1 TERMINATION EVENTS................................................14 SECTION 5.2 REMEDIES..........................................................16 Article VI Indemnification..............................................................17 SECTION 6.1 INDEMNITIES BY THE PARENT.........................................17 SECTION 6.2 OTHER COSTS AND EXPENSES..........................................19 Article VII Miscellaneous...............................................................19 SECTION 7.1 WAIVERS AND AMENDMENTS............................................19 SECTION 7.2 NOTICES...........................................................19 SECTION 7.3 PROTECTION OF OWNERSHIP INTERESTS OF THE SPV......................20 SECTION 7.4 CONFIDENTIALITY...................................................20 SECTION 7.5 BANKRUPTCY PETITION...............................................22 SECTION 7.6 LIMITATION OF LIABILITY...........................................22 SECTION 7.7 CHOICE OF LAW.....................................................22 SECTION 7.8 CONSENT TO JURISDICTION...........................................22 SECTION 7.9 WAIVER OF JURY TRIAL..............................................23 SECTION 7.10 INTEGRATION; BINDING EFFECT; SURVIVAL OF TERMS....................23 SECTION 7.11 COUNTERPARTS; SEVERABILITY; SECTION REFERENCES....................24 Exhibits -------Exhibit I Exhibit II

-

Definitions Chief Executive Offices; Location(s) of Records; Federal Employer Identification Number; Other Names Names of Collection Banks; Lock-Boxes and Collection Accounts

Exhibit III

-

TABLE OF CONTENTS
PAGE ---Article I Amounts and Terms of the Transfers.............................................1 SECTION 1.1 PURCHASE OF TRANSFERS..............................................1 SECTION 1.2 CONTRIBUTIONS......................................................3 SECTION 1.3 CREDIT ADJUSTMENTS.................................................3 SECTION 1.4 PAYMENTS AND COMPUTATIONS, ETC.....................................4 SECTION 1.5 TRANSFER OF RECORDS................................................4 SECTION 1.6 CHARACTERIZATION...................................................4 Article II Representations and Warranties................................................5 SECTION 2.1 REPRESENTATIONS AND WARRANTIES OF THE PARENT.......................5 Article III Conditions of Transfer.......................................................9 SECTION 3.1 CONDITIONS PRECEDENT TO TRANSFER...................................9 SECTION 3.2 [RESERVED].........................................................9 Article IV Covenants.....................................................................9 SECTION 4.1 AFFIRMATIVE COVENANTS OF THE PARENT................................9 SECTION 4.2 NEGATIVE COVENANTS OF THE PARENT..................................13 Article V Termination Events............................................................14 SECTION 5.1 TERMINATION EVENTS................................................14 SECTION 5.2 REMEDIES..........................................................16 Article VI Indemnification..............................................................17 SECTION 6.1 INDEMNITIES BY THE PARENT.........................................17 SECTION 6.2 OTHER COSTS AND EXPENSES..........................................19 Article VII Miscellaneous...............................................................19 SECTION 7.1 WAIVERS AND AMENDMENTS............................................19 SECTION 7.2 NOTICES...........................................................19 SECTION 7.3 PROTECTION OF OWNERSHIP INTERESTS OF THE SPV......................20 SECTION 7.4 CONFIDENTIALITY...................................................20 SECTION 7.5 BANKRUPTCY PETITION...............................................22 SECTION 7.6 LIMITATION OF LIABILITY...........................................22 SECTION 7.7 CHOICE OF LAW.....................................................22 SECTION 7.8 CONSENT TO JURISDICTION...........................................22 SECTION 7.9 WAIVER OF JURY TRIAL..............................................23 SECTION 7.10 INTEGRATION; BINDING EFFECT; SURVIVAL OF TERMS....................23 SECTION 7.11 COUNTERPARTS; SEVERABILITY; SECTION REFERENCES....................24 Exhibits -------Exhibit I Exhibit II

-

Definitions Chief Executive Offices; Location(s) of Records; Federal Employer Identification Number; Other Names Names of Collection Banks; Lock-Boxes and Collection Accounts Form of Compliance Certificate

Exhibit III Exhibit IV

-

i

Exhibit V Exhibit VI Exhibit VII Exhibit VIII Schedules --------Schedule A

Summary of Collection Practices Form of Contribution Report Actions; Suits ERISA Matters

List of Documents to Be Delivered to the SPV Prior to the Purchases

ii

Exhibit V Exhibit VI Exhibit VII Exhibit VIII Schedules --------Schedule A

Summary of Collection Practices Form of Contribution Report Actions; Suits ERISA Matters

List of Documents to Be Delivered to the SPV Prior to the Purchases

ii

RECEIVABLES CONTRIBUTION AGREEMENT THIS RECEIVABLES CONTRIBUTION AGREEMENT, dated as of September 21, 2001, is by and between THOMAS &BETTS CORPORATION (the "PARENT") and TBSPV, INC., a Delaware corporation (the "SPV"). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in EXHIBIT I hereto (or, if not defined in EXHIBIT I hereto, the meaning assigned to such term in Exhibit I to the Purchase Agreement or Exhibit I to the Transfer Agreement). PRELIMINARY STATEMENTS Pursuant to the Receivables Transfer Agreement, dated as of September 21, 2001, by and among the sellers named therein and the Parent (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the "TRANSFER AGREEMENT") the Parent has purchased, and from time to time will purchase certain Receivables from the Transferors. Pursuant to the terms hereof, the Parent wishes to contribute and absolutely assign to the SPV all of the Parent's right, title and interest in and to its Receivables, together with the Related Security and Collections with respect thereto. The Parent and the SPV intend the transactions contemplated hereby to be true contributions and/or absolute assignments to the SPV by the Parent of the Receivables owned by it, providing the SPV with the full benefits of ownership of such Receivables, and neither the Parent nor the SPV intends these transactions to be, or for any purpose to be characterized as, loans from the SPV to the Parent. Following the contribution and/or absolute assignment of Receivables by the Parent, the SPV will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement dated as of September 21, 2001 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the "PURCHASE AGREEMENT") among the SPV, as seller, the Parent, as master servicer, Blue Ridge Asset Funding Corporation, as purchaser, and Wachovia Bank, N.A., as the administrative agent. NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I AMOUNTS AND TERMS OF THE TRANSFERS SECTION 1.1 PURCHASE OF TRANSFERS. (a) Effective on the date hereof, the Parent does hereby contribute, absolutely assign, transfer, set-over and otherwise convey to the SPV, without recourse (except to the extent expressly provided herein) all of the Parent's right, title and interest in and to all Receivables of

RECEIVABLES CONTRIBUTION AGREEMENT THIS RECEIVABLES CONTRIBUTION AGREEMENT, dated as of September 21, 2001, is by and between THOMAS &BETTS CORPORATION (the "PARENT") and TBSPV, INC., a Delaware corporation (the "SPV"). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in EXHIBIT I hereto (or, if not defined in EXHIBIT I hereto, the meaning assigned to such term in Exhibit I to the Purchase Agreement or Exhibit I to the Transfer Agreement). PRELIMINARY STATEMENTS Pursuant to the Receivables Transfer Agreement, dated as of September 21, 2001, by and among the sellers named therein and the Parent (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the "TRANSFER AGREEMENT") the Parent has purchased, and from time to time will purchase certain Receivables from the Transferors. Pursuant to the terms hereof, the Parent wishes to contribute and absolutely assign to the SPV all of the Parent's right, title and interest in and to its Receivables, together with the Related Security and Collections with respect thereto. The Parent and the SPV intend the transactions contemplated hereby to be true contributions and/or absolute assignments to the SPV by the Parent of the Receivables owned by it, providing the SPV with the full benefits of ownership of such Receivables, and neither the Parent nor the SPV intends these transactions to be, or for any purpose to be characterized as, loans from the SPV to the Parent. Following the contribution and/or absolute assignment of Receivables by the Parent, the SPV will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement dated as of September 21, 2001 (as the same may from time to time hereafter be amended, supplemented, restated or otherwise modified, the "PURCHASE AGREEMENT") among the SPV, as seller, the Parent, as master servicer, Blue Ridge Asset Funding Corporation, as purchaser, and Wachovia Bank, N.A., as the administrative agent. NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I AMOUNTS AND TERMS OF THE TRANSFERS SECTION 1.1 PURCHASE OF TRANSFERS. (a) Effective on the date hereof, the Parent does hereby contribute, absolutely assign, transfer, set-over and otherwise convey to the SPV, without recourse (except to the extent expressly provided herein) all of the Parent's right, title and interest in and to all Receivables of 1

the Parent existing as of the close of business on the Initial Cutoff Date and all Receivables of the Parent arising thereafter through and including the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof, the SPV shall acquire all of the Parent's right, title and interest in and to all Receivables existing as of the Initial Cutoff Date and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. (b) On the 15th day of each calendar month hereafter (or, if any such day is not a Business Day, on the next succeeding Business Day thereafter) the Parent shall (or shall provide such information to the Master Servicer to permit the Master Servicer to) deliver to the SPV a report in substantially the form of EXHIBIT VI hereto (each such report being herein called a "CONTRIBUTION REPORT") with respect to the Receivables contributed and absolutely assigned by the Parent to the SPV during the Settlement Period then most recently ended. In

the Parent existing as of the close of business on the Initial Cutoff Date and all Receivables of the Parent arising thereafter through and including the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereof. In accordance with the preceding sentence, on the date hereof, the SPV shall acquire all of the Parent's right, title and interest in and to all Receivables existing as of the Initial Cutoff Date and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereof. (b) On the 15th day of each calendar month hereafter (or, if any such day is not a Business Day, on the next succeeding Business Day thereafter) the Parent shall (or shall provide such information to the Master Servicer to permit the Master Servicer to) deliver to the SPV a report in substantially the form of EXHIBIT VI hereto (each such report being herein called a "CONTRIBUTION REPORT") with respect to the Receivables contributed and absolutely assigned by the Parent to the SPV during the Settlement Period then most recently ended. In addition to, and not in limitation of, the foregoing, in connection with the contribution and absolute assignment of any Receivables hereunder, the SPV may request that the Parent deliver, and the Parent shall deliver, such approvals, opinions, information or documents as the SPV may reasonably request. (c) It is the intention of the parties hereto that each Transfer of Receivables from the Parent made hereunder shall constitute a contribution and absolute assignment, which contribution and assignment is absolute and irrevocable and provides the SPV with the full benefits of ownership of the Receivables contributed by the Parent. Subject to SECTION 1.3, the contribution and absolute assignment of Receivables hereunder by the Parent is made without recourse to the Parent; PROVIDED, however, that (i) the Parent shall be liable to the SPV for all representations, warranties, covenants and indemnities made by the Parent pursuant to the terms of the Transaction Documents to which the Parent is a party, and (ii) such contribution and absolute assignment does not constitute and is not intended to result in an assumption by the SPV or any assignee thereof of any obligation of the Parent or any other Person arising in connection with the Receivables, the related Contracts and/or other Related Security or any other obligations of the Parent. In view of the intention of the parties hereto that each Transfer of Receivables made hereunder shall constitute a contribution and absolute assignment of such Receivables and not as loans secured thereby, the Parent agrees that it will, on or prior to the date hereof and in accordance with SECTION 4.1(e)(ii), mark its master data processing records relating to the Receivables contributed and absolutely assigned by it with a legend acceptable to the SPV and to the Administrative Agent (as the SPV's assignee), evidencing that the Parent has contributed and absolutely assigned such Receivables as provided in this Agreement and to note in its financial statements that its Receivables have been contributed and absolutely assigned to the SPV. Upon the request of the SPV or the Administrative Agent (as the SPV's assignee), the Parent will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to perfect and maintain the perfection of the SPV's ownership interest in the Receivables transferred by the Parent hereunder and the Related Security and Collections with respect thereto, or as the SPV or the Administrative Agent (as the SPV's assignee) may reasonably request. 2

SECTION 1.2 CONTRIBUTIONS. The Parent may from time to time, at its option, make to the SPV: (a) contributions of Receivables and Related Security coming into existence from the Initial Cutoff Date through the Termination Date on the date each such Receivable arises; PROVIDED, however if on any day the Parent shall choose to make contributions pursuant to this paragraph (a), the Parent shall contribute all Receivables owned by the Parent on such date; or (b) capital contributions in cash. Such cash contributions may be used by the SPV (i) prior to the Termination Date, for any purpose, including, without limitation, the payment of any obligation of the SPV hereunder or under the Purchase Agreement and (ii) on and after the Termination Date, solely for the payment of its obligations to third parties under the Purchase Agreement until such obligations have been paid in full. SECTION 1.3 CREDIT ADJUSTMENTS.

SECTION 1.2 CONTRIBUTIONS. The Parent may from time to time, at its option, make to the SPV: (a) contributions of Receivables and Related Security coming into existence from the Initial Cutoff Date through the Termination Date on the date each such Receivable arises; PROVIDED, however if on any day the Parent shall choose to make contributions pursuant to this paragraph (a), the Parent shall contribute all Receivables owned by the Parent on such date; or (b) capital contributions in cash. Such cash contributions may be used by the SPV (i) prior to the Termination Date, for any purpose, including, without limitation, the payment of any obligation of the SPV hereunder or under the Purchase Agreement and (ii) on and after the Termination Date, solely for the payment of its obligations to third parties under the Purchase Agreement until such obligations have been paid in full. SECTION 1.3 CREDIT ADJUSTMENTS. If, other than as a result of Contractual Dilution, on any day: (a) the Outstanding Balance of a Receivable transferred by the Parent is: (i) reduced as a result of any defective or rejected or returned goods or services or any adjustment or as a result of any tariff or other governmental or regulatory action (including, without limitation, any tax, whether such tax is an income tax, sales tax or any other tax that is owed to any government entity by the Parent or any of its Affiliates) or otherwise by the Parent (other than as a result of such Receivable becoming a Defaulted Receivable or to reflect cash Collections on account of such Receivable), (ii) reduced or canceled as a result of a setoff in respect of any claim by any Person (whether such claim arises out of the same or a related transaction or an unrelated transaction), (iii) reduced on account of the obligation of the Parent or any Affiliate thereof to pay to any person any rebate or refund; or (b) any of the representations and warranties set forth in herein are not true when made or deemed made with respect to any Receivable, then, in such event, the Parent shall purchase such Receivable from the SPV for an amount equal to the Outstanding Balance of such Receivable (calculated before giving effect to the reduction or cancellation) in cash immediately. In the event that the Parent has paid to the SPV the full Outstanding Balance of any Receivable pursuant to this SECTION 1.3, the SPV shall reconvey such Receivable and all Related Security with respect thereto to the Parent, without recourse, representation or warranty, but free and clear of all liens created by the SPV and such reconveyed Receivables and all Related Rights shall no longer be subject to the terms of this Agreement. 3

SECTION 1.4 PAYMENTS AND COMPUTATIONS, ETC. In the event that any payment owed by any Person hereunder becomes due on a day that is not a Business Day, then such payment shall be made on the next succeeding Business Day. If any Person fails to pay any amount hereunder when due, such Person agrees to pay, on demand, the Default Fee in respect thereof until paid in full; PROVIDED, HOWEVER, that such Default Fee shall not at any time exceed the maximum rate permitted by applicable law. All computations of interest payable hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed. SECTION 1.5 TRANSFER OF RECORDS.

SECTION 1.4 PAYMENTS AND COMPUTATIONS, ETC. In the event that any payment owed by any Person hereunder becomes due on a day that is not a Business Day, then such payment shall be made on the next succeeding Business Day. If any Person fails to pay any amount hereunder when due, such Person agrees to pay, on demand, the Default Fee in respect thereof until paid in full; PROVIDED, HOWEVER, that such Default Fee shall not at any time exceed the maximum rate permitted by applicable law. All computations of interest payable hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed. SECTION 1.5 TRANSFER OF RECORDS. (a) In connection with the Transfer from the Parent of Receivables owned by it, the Parent hereby contributes, transfers, assigns and otherwise conveys to the SPV all of the Parent's right and title to and interest in the Records relating to all Receivables transferred by it hereunder, without the need for any further documentation in connection with such Transfer. In connection with such transfer, the Parent hereby grants to each of the SPV, the Administrative Agent and the Master Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all software used by the Parent to account for such Receivables, to the extent necessary to administer such Receivables, whether such software is owned by the Parent or is owned by others and used by the Parent under license agreements with respect thereto, PROVIDED THAT should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, the Parent hereby agrees that upon the request of the SPV (or the SPV's assignee), the Parent will use its reasonable efforts to obtain the consent of such third-party licensor. If any software used by the Parent to account for the Receivables originated by it prohibits the Parent from granting the license to use described herein, or if, after reasonable efforts, consent of any licensor of such software for the grant of the license described herein is not obtained, there shall be no transfer of such software hereunder or any grant by the Parent of the license to use described herein. The license granted hereby shall be irrevocable until the indefeasible payment in full of the aggregate Outstanding Balance of the Receivables transferred by the Parent hereunder, and shall terminate on the date this Agreement terminates in accordance with its terms. (b) The Parent (i) shall take such action requested by the SPV and/or the Administrative Agent (as the SPV's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that the SPV and its assigns under the Purchase Agreement have an enforceable ownership interest in the Records relating to the Receivables transferred by the Parent hereunder, and (ii) shall use its reasonable efforts to ensure that the SPV, the Administrative Agent (on behalf of the Secured Parties) and the Master Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Receivables and/or to recreate such Records. SECTION 1.6 CHARACTERIZATION. If, notwithstanding the intention of the parties expressed in SECTION 1.1(c), any contribution by the Parent to the SPV of Receivables hereunder shall be characterized as a secured loan and not a contribution or absolute assignment or such contribution shall for any 4

reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties' intention that the contribution and absolute assignment of Receivables by the Parent hereunder shall constitute a true contribution and absolute assignment thereof, the Parent hereby grants to the SPV a duly perfected security interest in all of the Parent's right, title and interest in, to and under all Receivables of the Parent which are now existing or hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and

reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties' intention that the contribution and absolute assignment of Receivables by the Parent hereunder shall constitute a true contribution and absolute assignment thereof, the Parent hereby grants to the SPV a duly perfected security interest in all of the Parent's right, title and interest in, to and under all Receivables of the Parent which are now existing or hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Outstanding Balance of the Receivables contributed and absolutely assigned by the Parent together with all other obligations of the Parent hereunder, which security interest shall be prior to all other Adverse Claims thereto. The SPV and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. ARTICLE II REPRESENTATIONS AND WARRANTIES SECTION 2.1 REPRESENTATIONS AND WARRANTIES OF THE PARENT. The Parent hereby represents and warrants to the SPV and its assigns on the date hereof, and on the date of each Transfer from the Parent hereunder, that: (a) EXISTENCE AND POWER. The Parent is a corporation duly organized under the laws of the state set forth in EXHIBIT II (the "APPLICABLE STATE"). The Parent is validly existing and in good standing under the laws of its Applicable State and is duly qualified to do business and is in good standing as a foreign entity, and has and holds all power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted, except where the failure to so qualify or so hold could not reasonably be expected to have a Material Adverse Effect. (b) POWER AND AUTHORITY; DUE AUTHORIZATION, EXECUTION AND DELIVERY. The execution and delivery by the Parent of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder, and the Parent's use of the proceeds it receives by way of a dividend or other return of capital from the SPV, are within its organizational powers and authority and have been duly authorized by all necessary organizational action on its part. This Agreement and each other Transaction Document to which the Parent is a party has been duly executed and delivered by the Parent. (c) NO CONFLICT. The execution and delivery by the Parent of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not contravene or violate (i) its Organizational Documents, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not 5

result in the creation or imposition of any Adverse Claim on assets of the Parent or its Subsidiaries (except as created hereunder) except, in any case, where such contravention or violation could not reasonably be expected to have a Material Adverse Effect; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. (d) GOVERNMENTAL AUTHORIZATION. Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by the Parent of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder.

result in the creation or imposition of any Adverse Claim on assets of the Parent or its Subsidiaries (except as created hereunder) except, in any case, where such contravention or violation could not reasonably be expected to have a Material Adverse Effect; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. (d) GOVERNMENTAL AUTHORIZATION. Other than the filing of the financing statements required hereunder, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution and delivery by the Parent of this Agreement and each other Transaction Document to which it is a party and the performance of its obligations hereunder and thereunder. (e) ACTIONS, SUITS. Except as described in the Parent's most recent 10-K and 10-Q filed with the Securities and Exchange Commission and as otherwise described on EXHIBIT VII hereto, there are no actions, suits or proceedings (including, without limitation, any tax proceeding or dispute) pending, or to the best of the Parent's knowledge, threatened, against or affecting the Parent, or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a Material Adverse Effect. The Parent is not in default with respect to any order of any court, arbitrator or governmental body. (f) BINDING EFFECT. This Agreement and each other Transaction Document to which the Parent is a party constitute the legal, valid and binding obligations of the Parent enforceable against the Parent in accordance with their respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (g) ACCURACY OF INFORMATION. All information heretofore furnished by the Parent or any of its Affiliates to the SPV (or its assigns) for purposes of or in connection with this Agreement, any of the other Transaction Documents or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by the Parent or any of its Affiliates to the SPV (or its assigns) will be, true and accurate in every material respect on the date such information is stated or certified and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, taken as a whole, not misleading. (h) USE OF PROCEEDS. No portion of any dividend or other returns of capital received by the Parent will be used (i) for a purpose that violates, or would be inconsistent with, any law, rule or regulation applicable to the Parent (ii) Regulation T, U, or X promulgated by the Board of Governors of the Federal Reserve System or (iii) to acquire any security in any transaction which is subject to Section 12, 13 or 14 of the Securities Exchange Act of 1934, as amended; PROVIDED, however that nothing in this clause (iii) shall be deemed to prohibit the Parent from using any proceeds it receives by way of a dividend or other return of capital from the SPV for purposes of repurchasing any of the Parent's outstanding common stock and/or bonds. (i) GOOD TITLE. Immediately prior to the Transfer from the Parent hereunder and upon the creation of each Receivable originated by the Parent after the Initial Cut-Off Date, the Parent (i) is the legal and beneficial owner of such Receivables and (ii) is the legal and beneficial 6

owner of the Related Security with respect thereto or possesses a valid and perfected security interest therein, in each case, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Parent's ownership interest in each such Receivable, its Collections and the Related Security. (j) PERFECTION. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to transfer to the SPV (and the SPV shall acquire from the Parent) (i) legal and equitable title to, with the right to sell and encumber each Receivable transferred by the Parent, whether now existing or hereafter arising, together with the Collections with respect thereto, and (ii) all of the Parent's right, title and interest in the Related

owner of the Related Security with respect thereto or possesses a valid and perfected security interest therein, in each case, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the Parent's ownership interest in each such Receivable, its Collections and the Related Security. (j) PERFECTION. This Agreement, together with the filing of the financing statements contemplated hereby, is effective to transfer to the SPV (and the SPV shall acquire from the Parent) (i) legal and equitable title to, with the right to sell and encumber each Receivable transferred by the Parent, whether now existing or hereafter arising, together with the Collections with respect thereto, and (ii) all of the Parent's right, title and interest in the Related Security associated with each such Receivable, in each case, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the SPV's ownership interest in such Receivables, the Related Security and the Collections. The Parent is a registered organization organized under the laws of the state of Tennessee and is located for the purposes of Article 9 of the UCC in such state. (k) JURISDICTION OF FORMATION AND LOCATIONS OF RECORDS. The jurisdiction of incorporation and the offices where it keeps all of its Records are located at the address(es) listed on EXHIBIT II or such other locations of which the SPV has been notified in accordance with SECTION 4.2(a) in jurisdictions where all action required by SECTION 4.2(a) has been taken and completed. The Parent's Federal Employer Identification Number is correctly set forth on EXHIBIT II. (l) COLLECTIONS. The conditions and requirements set forth in SECTION 4.1(i) have at all times been satisfied and duly performed. The names and addresses of all Collection Banks, together with the account numbers of the Collection Accounts for the Parent at each Collection Bank and the post office box number of each Lock-Box, are listed on EXHIBIT III. The Parent has not granted any Person, other than the SPV (and its assigns) dominion and control of any Lock-Box or Collection Account, or the right to take dominion and control of any such Lock-Box or Collection Account at a future time or upon the occurrence of a future event. (m) MATERIAL ADVERSE EFFECT. Since July 1, 2001 no event has occurred that would have a Material Adverse Effect. (n) NAMES. The name in which the Parent has executed this Agreement is identical to the name of the Parent as indicated on the public record of its state of organization which shows the Parent to have been organized. In the past five (5) years, the Parent has not used any corporate names, trade names or assumed names other than the name in which it has executed this Agreement and as listed on EXHIBIT II. (o) OWNERSHIP OF THE SPV. The Parent owns 100% of the issued and outstanding equity interests of the SPV free and clear of any Adverse Claim. Such equity interests are validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of the SPV. 7

(p) NOT A HOLDING COMPANY OR AN INVESTMENT COMPANY. The Parent is not a "holding company" or a "subsidiary holding company" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, or any successor statute. The Parent is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or any successor statute. (q) COMPLIANCE WITH LAW. The Parent has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Receivable, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of such Contract is in violation of any such law, rule or regulation, except where such contravention or violation could not reasonably be expected to have a Material Adverse Effect.

(p) NOT A HOLDING COMPANY OR AN INVESTMENT COMPANY. The Parent is not a "holding company" or a "subsidiary holding company" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, or any successor statute. The Parent is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or any successor statute. (q) COMPLIANCE WITH LAW. The Parent has complied in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Receivable, together with the Contract related thereto, does not contravene any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy), and no part of such Contract is in violation of any such law, rule or regulation, except where such contravention or violation could not reasonably be expected to have a Material Adverse Effect. (r) COMPLIANCE WITH CREDIT AND COLLECTION POLICY. The Parent has complied in all material respects with the Credit and Collection Policy with regard to each Receivable originated by it and the related Contract, and has not made any change to such Credit and Collection Policy, except such material change as to which the SPV (or its assigns) has been notified in accordance with SECTION 4.1(a)(vii). The Credit and Collection Policy meets all commercially reasonable standards. (s) PAYMENTS TO THE PARENT. With respect to each Receivable owned by the Parent and transferred to the SPV hereunder, the equity interest received by the Parent constitutes reasonably equivalent value in consideration therefor. No transfer hereunder by the Parent of any Receivable originated by the Parent is or may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. Sections 101 ET SEQ.), as amended. (t) ENFORCEABILITY OF CONTRACTS. Each Contract with respect to each Receivable is effective to create, and has created, a legal, valid and binding obligation of the related Obligor to pay the Outstanding Balance of the Receivable created thereunder and any accrued interest thereon, enforceable against the Obligor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (u) ELIGIBLE RECEIVABLES. Each Receivable reflected in any Contribution Report as an Eligible Receivable was an Eligible Receivable on the date of its acquisition by the SPV hereunder. (v) ACCOUNTING. The manner in which the Parent accounts for the transactions contemplated by this Agreement does not jeopardize the characterization of the transactions contemplated herein as being true contributions and/or absolute assignments. (w) TAXES. The Parent has filed all material tax returns and reports required by law to be filed by it and paid when due all material taxes and governmental charges due and owing 8

pursuant to such returns and any material assessment received by the Parent, except any such taxes which are not yet owing but diligently contested in good faith by appropriate proceedings and which adequate reserves in accordance with GAAP have been set aside on its books. ARTICLE III CONDITIONS OF TRANSFER SECTION 3.1 CONDITIONS PRECEDENT TO TRANSFER. The initial Transfer under this Agreement is subject to the conditions precedent that (a) the SPV shall have been capitalized with not less than $100,000 in cash, (b) the SPV shall have received on or before the date of such

pursuant to such returns and any material assessment received by the Parent, except any such taxes which are not yet owing but diligently contested in good faith by appropriate proceedings and which adequate reserves in accordance with GAAP have been set aside on its books. ARTICLE III CONDITIONS OF TRANSFER SECTION 3.1 CONDITIONS PRECEDENT TO TRANSFER. The initial Transfer under this Agreement is subject to the conditions precedent that (a) the SPV shall have been capitalized with not less than $100,000 in cash, (b) the SPV shall have received on or before the date of such Transfer those documents listed on SCHEDULE A and (c) all of the conditions to the initial purchase under the Purchase Agreement shall have been satisfied or waived in accordance with the terms thereof. SECTION 3.2 [RESERVED]. ARTICLE IV COVENANTS SECTION 4.1 AFFIRMATIVE COVENANTS OF THE PARENT. Until the date on which this Agreement terminates in accordance with its terms, the Parent as to itself hereby covenants as set forth below: (a) FINANCIAL REPORTING. The Parent will maintain a system of accounting established and administered in accordance with GAAP, and furnish to the SPV (or its assigns): (i) ANNUAL REPORTING. Within 90 days after the close of each of its fiscal years or, if an extension is granted by the Securities Exchange Commission, no later than the last day of such extension period, audited financial statements (which shall include balance sheets, statements of income and statements of cash flows) for the Parent and its consolidated Subsidiaries for its fiscal year certified by KPMG LLP or by any other nationally recognized independent public accountants, which certification shall be free of exceptions and qualifications not acceptable to the Administrative Agent. (ii) QUARTERLY REPORTING. Within 45 days after the close of the first three (3) quarterly periods of each of its respective fiscal years or, if an extension is granted by the Securities Exchange Commission, no later than the last day of such extension period, balance sheets of the Parent and its consolidated Subsidiaries as at the close of each such period and statements of income and a statement of cash flows for the Parent and its consolidated Subsidiaries for the period from the beginning of such fiscal year to the end of such quarter, all certified by the Parent's chief financial officer. (iii) COMPLIANCE CERTIFICATE. Together with the financial statements required hereunder, a compliance certificate in substantially the form of EXHIBIT IV signed by the 9

Parent's Authorized Officer and dated the date of such annual financial statement or such quarterly financial statement, as the case may be. (iv) SHAREHOLDERS STATEMENTS AND REPORTS. Promptly upon the furnishing thereof to the shareholders of the Parent, copies of all financial statements, reports and proxy statements so furnished. (v) S.E.C. FILINGS. Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Parent files with the Securities and Exchange Commission.

Parent's Authorized Officer and dated the date of such annual financial statement or such quarterly financial statement, as the case may be. (iv) SHAREHOLDERS STATEMENTS AND REPORTS. Promptly upon the furnishing thereof to the shareholders of the Parent, copies of all financial statements, reports and proxy statements so furnished. (v) S.E.C. FILINGS. Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Parent files with the Securities and Exchange Commission. (vi) COPIES OF NOTICES. Promptly upon the Parent's receipt of any notice, request for consent, financial statements, certification, report or other communication under or in connection with any Transaction Document from any Person other than the SPV, the Administrative Agent or the Purchaser, copies of the same. (vii) CHANGE IN CREDIT AND COLLECTION POLICY. At least thirty (30) days prior to the effectiveness of any material change in or material amendment to the Credit and Collection Policy, a certificate of the Authorized Officer of the Parent (A) indicating such proposed change or amendment, and (B) requesting the Administrative Agent's prior written consent thereto (which consent shall not be unreasonably withheld). (viii) LOCATION OF RECORDS. Promptly upon knowledge thereof, notice of any overdue tax obligation or any litigation, investigation, audit or other proceeding affecting with respect to any tax liability or other governmental charge of the Parent, or any of its Subsidiaries or Affiliates, regardless of whether such overdue tax obligation or other tax liability or governmental charge is being diligently contested in good faith by appropriate proceedings or whether adequate reserves in accordance with GAAP have been set aside on such Person's books. (ix) OTHER INFORMATION. Promptly, from time to time, such other information, documents, records or reports relating to the Receivables originated by the Parent or the condition or operations, financial or otherwise, of the Parent as the SPV (or its assigns) may from time to time reasonably request in order to protect the interests of the SPV (and its assigns) under or as contemplated by this Agreement. (b) NOTICES. The Parent will notify the SPV (or its assigns) in writing of any of the following promptly upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto: (i) TERMINATION EVENTS OR UNMATURED TERMINATION EVENTS. The occurrence of each Termination Event and each Unmatured Termination Event, by a statement of an Authorized Officer of the Parent. (ii) JUDGMENT AND PROCEEDINGS. (A) The entry of any judgment or decree against the Parent or any of its Subsidiaries if the aggregate amount of all judgments and decrees then outstanding against the Parent and its Subsidiaries exceeds $20,000,000 10

after deducting (1) the amount with respect to which the Parent or any such Subsidiary is insured and with respect to which the insurer has assumed responsibility in writing, and (2) the amount for which the Parent or any such Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the SPV (or its assigns), and (B) the institution of any litigation, arbitration proceeding or governmental proceeding against the Parent or any of its Subsidiaries which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (iii) MATERIAL ADVERSE EFFECT. The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect. (iv) DEFAULTS UNDER OTHER AGREEMENTS. The occurrence of a default or an event of default under any other Material Financing Arrangement pursuant to which the Parent or any of its Subsidiaries is a debtor or

after deducting (1) the amount with respect to which the Parent or any such Subsidiary is insured and with respect to which the insurer has assumed responsibility in writing, and (2) the amount for which the Parent or any such Subsidiary is otherwise indemnified if the terms of such indemnification are satisfactory to the SPV (or its assigns), and (B) the institution of any litigation, arbitration proceeding or governmental proceeding against the Parent or any of its Subsidiaries which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (iii) MATERIAL ADVERSE EFFECT. The occurrence of any event or condition that has had, or could reasonably be expected to have, a Material Adverse Effect. (iv) DEFAULTS UNDER OTHER AGREEMENTS. The occurrence of a default or an event of default under any other Material Financing Arrangement pursuant to which the Parent or any of its Subsidiaries is a debtor or an obligor. (v) ERISA EVENTS. The occurrence of any ERISA Event that could be reasonably expected to have a Material Adverse Effect or in any event, any ERISA Event for which the aggregate amount in dispute is equals or exceeds $500,000. (c) COMPLIANCE WITH LAWS AND PRESERVATION OF EXISTENCE. The Parent will comply in all respects with all applicable laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. The Parent will preserve and maintain its legal existence, rights, franchises and privileges in the jurisdiction of its organization, and qualify and remain qualified in good standing as a foreign entity in each jurisdiction where its business is conducted, except where the failure to so qualify or remain in good standing could not reasonably be expected to have a Material Adverse Effect. (d) AUDITS. The Parent will furnish to the SPV (or its assigns) from time to time such information with respect to it and the Receivables transferred by it as the SPV (or its assigns) may reasonably request. The Parent will, from time to time during regular business hours as requested by the SPV (or its assigns), upon reasonable notice and at the sole cost of the Parent, permit the SPV (or its assigns) or their respective agents or representatives, (i) to examine and make copies of and abstracts from all Records in the possession or under the control of the Parent relating to the Receivables and the Related Security, including, without limitation, the related Contracts, and (ii) to visit the offices and properties of the Parent for the purpose of examining such materials described in CLAUSE (i) above, and to discuss matters relating to the Parent's financial condition or the Receivables and the Related Security or the Parent's performance under any of the Transaction Documents or the Parent's performance under the Contracts and, in each case, with any of the officers or employees of the Parent having knowledge of such matters. (e) Keeping and Marking of Records and Books. (i) The Parent will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables in the event of the destruction of the originals thereof), and keep and 11

maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). The Parent will give the SPV (or its assigns) notice of any material change in the administrative and operating procedures referred to in the previous sentence. (ii) The Parent will (A) on or prior to the date hereof, mark its master data processing records and other books and records relating to the Receivables with a legend, acceptable to the SPV (or its assigns), describing the SPV's ownership interests in the Receivables and further describing the security interest of the Administrative Agent (on behalf of the Secured Parties) under the Purchase Agreement and (B) upon the request of the SPV (or its assigns) following the occurrence of an Amortization Event: (1) mark each Contract with a legend describing

maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Receivables (including, without limitation, records adequate to permit the immediate identification of each new Receivable and all Collections of and adjustments to each existing Receivable). The Parent will give the SPV (or its assigns) notice of any material change in the administrative and operating procedures referred to in the previous sentence. (ii) The Parent will (A) on or prior to the date hereof, mark its master data processing records and other books and records relating to the Receivables with a legend, acceptable to the SPV (or its assigns), describing the SPV's ownership interests in the Receivables and further describing the security interest of the Administrative Agent (on behalf of the Secured Parties) under the Purchase Agreement and (B) upon the request of the SPV (or its assigns) following the occurrence of an Amortization Event: (1) mark each Contract with a legend describing the SPV's ownership interests in the Receivables originated by the Parent and further describing the Receivable Interests of the Administrative Agent (on behalf of the Secured Parties) and (2) after the occurrence of any Termination Event, deliver to the SPV (or its assigns) all Contracts (including, without limitation, all multiple originals of any such Contract) relating to such Receivables. (f) COMPLIANCE WITH CONTRACTS AND CREDIT AND COLLECTION POLICY. The Parent will timely and fully (i) perform and comply with all provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables originated by it, and (ii) comply in all respects with the Credit and Collection Policy in regard to each such Receivable and the related Contract. (g) OWNERSHIP. The Parent will take all necessary action to establish and maintain, irrevocably in the SPV, (i) legal and equitable title to the Receivables transferred by the Parent and the Collections and (ii) all of the Parent's right, title and interest in the Related Security associated with the Receivables originated by the Parent, in each case, free and clear of any Adverse Claims other than Adverse Claims in favor of the SPV (and its assigns) (including, without limitation, the filing of all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect the SPV's interest in such Receivables, Related Security and Collections and such other action to perfect, protect or more fully evidence the interest of the SPV as the SPV (or its assigns) may reasonably request). (h) PURCHASER'S RELIANCE. The Parent acknowledges that the Administrative Agent and the Purchaser are entering into the transactions contemplated by the Purchase Agreement in reliance upon the SPV's identity as a legal entity that is separate from the Parent and any Affiliates thereof. Therefore, from and after the date of execution and delivery of this Agreement, the Parent will take all reasonable steps including, without limitation, all steps that the SPV or any assignee of the SPV may from time to time reasonably request to maintain the SPV's identity as a separate legal entity and to make it manifest to third parties that the SPV is an entity with assets and liabilities distinct from those of the Parent and any Affiliates thereof and not just a division of the Parent or any such Affiliate. Without limiting the generality of the foregoing and in addition to the other covenants set forth herein, the Parent (i) will not hold itself 12

out to third parties as liable for the debts of the SPV nor purport to own any of the Receivables and other assets acquired by the SPV, (ii) will take all other actions necessary on its part to ensure that the SPV is at all times in compliance with the "separateness covenants" set forth in Section 7.1(i) of the Purchase Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between the Parent and the SPV on an arm's-length basis and in a manner consistent with the procedures set forth in U.S. Treasury Regulations Sections 1.1502-33(d) and 1.1552-1. (i) COLLECTIONS. The Parent will cause (i) all Collections to be sent to a Collection Account or a Lock-Box and cause all such Collections to be deposited in one of the Collection Accounts, (ii) each Collection Account shall be subject at all times to a Collection Account Agreement that is in full force and effect; PROVIDED, however, that prior to the initial Purchase under the Purchase Agreement, no such Collection Account Agreement shall be required to be executed and in full force and effect. In the event any payments relating to Receivables are remitted directly to the Parent or any Affiliate of the Parent, (at a field office or otherwise) the Parent will deposit (or will cause all such payments to be deposited) directly to a Collection Account within two (2) Business Days following receipt thereof and, at all times prior to such remittance, the Parent will itself hold or, if applicable, will

out to third parties as liable for the debts of the SPV nor purport to own any of the Receivables and other assets acquired by the SPV, (ii) will take all other actions necessary on its part to ensure that the SPV is at all times in compliance with the "separateness covenants" set forth in Section 7.1(i) of the Purchase Agreement and (iii) will cause all tax liabilities arising in connection with the transactions contemplated herein or otherwise to be allocated between the Parent and the SPV on an arm's-length basis and in a manner consistent with the procedures set forth in U.S. Treasury Regulations Sections 1.1502-33(d) and 1.1552-1. (i) COLLECTIONS. The Parent will cause (i) all Collections to be sent to a Collection Account or a Lock-Box and cause all such Collections to be deposited in one of the Collection Accounts, (ii) each Collection Account shall be subject at all times to a Collection Account Agreement that is in full force and effect; PROVIDED, however, that prior to the initial Purchase under the Purchase Agreement, no such Collection Account Agreement shall be required to be executed and in full force and effect. In the event any payments relating to Receivables are remitted directly to the Parent or any Affiliate of the Parent, (at a field office or otherwise) the Parent will deposit (or will cause all such payments to be deposited) directly to a Collection Account within two (2) Business Days following receipt thereof and, at all times prior to such remittance, the Parent will itself hold or, if applicable, will cause such payments to be held in trust for the exclusive benefit of the SPV and its assigns. The Parent will transfer exclusive ownership, dominion and control of each Lock-Box and Collection Account to the SPV and, will not grant the right to take dominion and control of any Lock-Box or Collection Account at a future time or upon the occurrence of a future event to any Person, except to the SPV (or its assigns) as contemplated by this Agreement and the Purchase Agreement. (j) TAXES. The Parent will file all material tax returns and reports required by law to be filed by it and pay when due all material taxes and governmental charges due and owing pursuant to such returns and any material assessment received by Parent, except any such taxes which are not yet delinquent or are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books. The Parent will pay when due any taxes payable in connection with the Receivables originated by it, exclusive of taxes on or measured by income or gross receipts of the SPV and its assigns. SECTION 4.2 NEGATIVE COVENANTS OF THE PARENT. Until the date on which this Agreement terminates in accordance with its terms, the Parent hereby covenants that: (a) NAME CHANGE, OFFICES AND RECORDS. The Parent will not change its (i) state of organization, (ii) name, (iii) identity or structure (within the meaning of Article 9 of any applicable enactment of the UCC) or relocate its chief executive office at any time while the location of its chief executive office is relevant to the perfection of the SPV's interest in the Receivables or the associated Related Security and Collections or any office where Records are kept unless it shall have: (A) given the SPV (or its assigns) at least thirty (30) days' prior written notice thereof and (B) delivered to the SPV (or its assigns) all financing statements, instruments and other documents requested by the SPV (or its assigns) in connection with such change or relocation. 13

(b) CHANGE IN PAYMENT INSTRUCTIONS TO OBLIGORS. The Parent will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless the SPV (or its assigns) shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account, an executed Blocked Account Agreement with respect to the new Collection Account; PROVIDED, HOWEVER, that the Parent may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account for which a Collection Agreement has been executed. (c) MODIFICATIONS TO CONTRACTS AND CREDIT AND COLLECTION POLICY. The Parent will not make any change to the Credit and Collection Policy that would be reasonably likely to adversely affect the collectibility of the Receivables originated by it or decrease the credit quality of any of its newly created

(b) CHANGE IN PAYMENT INSTRUCTIONS TO OBLIGORS. The Parent will not add or terminate any bank as a Collection Bank, or make any change in the instructions to Obligors regarding payments to be made to any Lock-Box or Collection Account, unless the SPV (or its assigns) shall have received, at least ten (10) days before the proposed effective date therefor, (i) written notice of such addition, termination or change and (ii) with respect to the addition of a Collection Bank or a Collection Account, an executed Blocked Account Agreement with respect to the new Collection Account; PROVIDED, HOWEVER, that the Parent may make changes in instructions to Obligors regarding payments if such new instructions require such Obligor to make payments to another existing Collection Account for which a Collection Agreement has been executed. (c) MODIFICATIONS TO CONTRACTS AND CREDIT AND COLLECTION POLICY. The Parent will not make any change to the Credit and Collection Policy that would be reasonably likely to adversely affect the collectibility of the Receivables originated by it or decrease the credit quality of any of its newly created Receivables. Except as otherwise permitted in its capacity as Servicer or Subservicer pursuant to the Purchase Agreement, the Parent will not extend, amend or otherwise modify the terms of any Receivable or any Contract related to any Receivable other than in accordance with the Credit and Collection Policy. (d) SALES, LIENS. The Parent will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement) or with respect to, any Receivable, Related Security or Collections, or upon or with respect to any Contract under which any Receivable arises, or any Lock-Box or Collection Account, or assign any right to receive income with respect thereto (other than, in each case, the creation of the interests therein in favor of the SPV provided for herein), and the Parent will defend the right, title and interest of the SPV in, to and under any of the foregoing property, against all claims of third parties claiming through or under the Parent. The Parent shall not create or suffer to exist any mortgage, pledge, security interest, encumbrance, lien, charge or other similar arrangement on any of its inventory, except as may be granted pursuant to the Borrower Security Agreement or otherwise with prior written consent of the Administrative Agent. (e) ACCOUNTING FOR TRANSFER. The Parent will not, and will not permit any Affiliate to, account for or treat (whether in financial statements or otherwise) the transactions contemplated hereby in any manner other than the contribution and absolute assignment by the Parent to the SPV of the Receivables owned by the Parent and the associated Related Security or in any other respect account for or treat the transactions contemplated hereby in any manner other than as a contribution and absolute assignment of such Receivables and Related Security by the Parent to the SPV except to the extent that such transactions are not recognized on account of consolidated financial reporting in accordance with generally accepted accounting principles. ARTICLE V TERMINATION EVENTS SECTION 5.1 TERMINATION EVENTS. 14

The occurrence of any one or more of the following events shall constitute a Termination Event: (a) The Parent shall fail (i) to make any payment or deposit required hereunder when due, which failure shall continue for two (2) days or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in CLAUSE (i) of this PARAGRAPH (a) or PARAGRAPH b) or any other Transaction Document to which it is a party and such failure shall continue for fifteen (15) days. (b) [Reserved]. (c) Any representation, warranty, certification or statement made by the Parent in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made.

The occurrence of any one or more of the following events shall constitute a Termination Event: (a) The Parent shall fail (i) to make any payment or deposit required hereunder when due, which failure shall continue for two (2) days or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in CLAUSE (i) of this PARAGRAPH (a) or PARAGRAPH b) or any other Transaction Document to which it is a party and such failure shall continue for fifteen (15) days. (b) [Reserved]. (c) Any representation, warranty, certification or statement made by the Parent in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto or thereto shall prove to have been incorrect in any material respect when made or deemed made. (d) Failure of the Parent to pay any Material Indebtedness when due; or the Parent at any time has less than $50,000,000 in cash, or less than $50,000,000 available to be drawn under committed lines of credit; or any Material Indebtedness of the Parent shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled payment) prior to the date of maturity thereof. (e) An Event of Bankruptcy shall have occurred and remain continuing with respect to the Parent or any of its Subsidiaries. (f) The Parent shall become an "investment company" within the meaning of the Investment Company Act of 1940 and the rules and regulations thereunder; (g) A Change of Control shall occur; (h) One or more final judgments for the payment of money in an amount in excess of $20,000,000 individually or in the aggregate, shall be entered against the Parent or any of its Subsidiaries on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution. (i) (i) Except such matters as described in EXHIBIT VII delivered on the Closing Date, any Plan of the Parent or any of its ERISA Affiliates: (ii) shall fail to be funded in accordance with the minimum funding standard required by applicable law, the terms of such Plan, Section 412 of the Tax Code or Section 302 of ERISA for any plan year or a waiver of such standard is sought or granted with respect to such Plan under applicable law, the terms of such Plan or Section 412 of the Tax Code or Section 303 of ERISA; or (iii) is being, or has been, terminated or the subject of termination proceedings under applicable law or the terms of such Plan; or 15

(iv) shall require the Parent or any of its ERISA Affiliates to provide security under applicable law, the terms of such Plan, Section 401 or 412 of the Tax Code or Section 306 or 307 of ERISA; or (v) results in a liability to the Parent or any of its ERISA Affiliates under applicable law, the terms of such Plan, or Title IV ERISA; and such failure, waiver, termination or other event results in a liability to the PBGC or with respect to such Plan that could reasonably be expected to have a Material Adverse Effect. (j) [Reserved]. (k) The Termination Date shall occur.

(iv) shall require the Parent or any of its ERISA Affiliates to provide security under applicable law, the terms of such Plan, Section 401 or 412 of the Tax Code or Section 306 or 307 of ERISA; or (v) results in a liability to the Parent or any of its ERISA Affiliates under applicable law, the terms of such Plan, or Title IV ERISA; and such failure, waiver, termination or other event results in a liability to the PBGC or with respect to such Plan that could reasonably be expected to have a Material Adverse Effect. (j) [Reserved]. (k) The Termination Date shall occur. (l) Any event shall occur which (i) materially and adversely impairs the ability of the Parent to originate Receivables of a credit quality that is at least equal to the credit quality of the Receivables contributed and absolutely assigned to the SPV on the date of this Agreement or (ii) has, or could reasonably be expected to have, a Material Adverse Effect. (m) The Parent shall make any material change in the policies as to the origination of Receivables in the Credit and Collection Policy without the prior written consent of the Administrative Agent. (n) The SPV, for any reason, does not have a valid, perfected, first-priority security interest in the Receivables and the Related Assets. (o) The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with regard to any of the Purchased Assets and such lien shall not have been released within the earlier to occur of (i) seven (7) days or, (ii) the day on which the Administrative Agent or Blue Ridge becomes aware of such filing, or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the Purchased Assets. SECTION 5.2 REMEDIES. Upon the occurrence and during the continuation of a Termination Event, the SPV may take any of the following actions: (a) declare the Termination Date to have occurred, whereupon the Termination Date shall forthwith occur, without demand, protest or further notice of any kind, all of which are hereby expressly waived by the Parent; PROVIDED, HOWEVER, that upon the occurrence of a Termination Event described in SECTION 5.1 (e), or of an actual or deemed entry of an order for relief with respect to the Parent under the Federal Bankruptcy Code, the Termination Date shall automatically occur, without demand, protest or any notice of any kind, all of which are hereby expressly waived by the Parent and (b) to the fullest extent permitted by applicable law, declare that the Default Fee shall accrue with respect to any amounts then due and owing by the Parent to the SPV. The aforementioned rights and remedies shall be without limitation and shall be in addition to all other rights and remedies of the SPV and its assigns otherwise available under any other provision of this Agreement, by operation of law, at equity or otherwise, all of 16

which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the UCC, all of which rights shall be cumulative. ARTICLE VI INDEMNIFICATION SECTION 6.1 INDEMNITIES BY THE PARENT. Without limiting any other rights that the SPV may have hereunder or under applicable law, the Parent hereby agrees to indemnify (and pay upon demand to) the SPV and its assigns, officers, directors, agents and employees

which are hereby expressly preserved, including, without limitation, all rights and remedies provided under the UCC, all of which rights shall be cumulative. ARTICLE VI INDEMNIFICATION SECTION 6.1 INDEMNITIES BY THE PARENT. Without limiting any other rights that the SPV may have hereunder or under applicable law, the Parent hereby agrees to indemnify (and pay upon demand to) the SPV and its assigns, officers, directors, agents and employees (each an "INDEMNIFIED PARTY") from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys' fees (which attorneys may be employees of the SPV or any such assign) and disbursements (all of the foregoing being collectively referred to as "INDEMNIFIED AMOUNTS") awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by the SPV of an interest in the Receivables originated by the Parent, EXCLUDING, HOWEVER: (a) Indemnified Amounts to the extent a final judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification; (b) Indemnified Amounts to the extent the same includes losses in respect of Receivables originated by the Parent that are uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; or (c) taxes imposed by the jurisdiction in which such Indemnified Party's principal executive office is located, on or measured by the overall net income of such Indemnified Party; PROVIDED, HOWEVER, that nothing contained in this sentence shall limit the liability of the Parent or limit the recourse of the SPV to the Parent for amounts otherwise specifically provided to be paid by the Parent under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, but subject in each case to CLAUSES (a), (b) and (c) above, the Parent shall indemnify the SPV for Indemnified Amounts relating to or resulting from: (i) any representation or warranty made by the Parent (or any officers of the Parent) under or in connection with any Contribution Report, this Agreement, any other Transaction Document or any other information or report delivered by the Parent pursuant hereto or thereto with respect to which the Parent has not made a repurchase of the related Receivable pursuant to SECTION 1.3 that shall have been false or incorrect when made or deemed made; (ii) the failure by the Parent, to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any Receivable or Contract included therein with any such applicable 17

law, rule or regulation or any failure of the Parent to keep or perform any of its obligations, express or implied, with respect to any Contract; (iii) any failure of the Parent to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document; (iv) any products liability, personal injury or damage, suit or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable; (v) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the

law, rule or regulation or any failure of the Parent to keep or perform any of its obligations, express or implied, with respect to any Contract; (iii) any failure of the Parent to perform its duties, covenants or other obligations in accordance with the provisions of this Agreement or any other Transaction Document; (iv) any products liability, personal injury or damage, suit or other similar claim arising out of or in connection with merchandise, insurance or services that are the subject of any Contract or any Receivable; (v) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including, without limitation, a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services; (vi) the commingling of Collections of Receivables at any time with other funds; (vii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, the Parent's use of the proceeds of the Transfer from it hereunder, the ownership of the Receivables originated by the Parent or any other investigation, litigation or proceeding relating to the Parent in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby; (viii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding; (ix) any Termination Event described in SECTION 5.1(e); (x) any failure to vest and maintain vested in the SPV, or to transfer to the SPV, legal and equitable title to, and ownership of, the Receivables originated by the Parent and the associated Collections, and all of the Parent's right, title and interest in the Related Security associated with such Receivables, in each case, free and clear of any Adverse Claim; (xi) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable originated by the Parent, the Related Security and Collections with respect thereto, and the proceeds of any thereof, whether at the time of the Transfer from the Parent hereunder or at any subsequent time; 18

(xii) any action or omission by the Parent which reduces or impairs the rights of the SPV with respect to any Receivable or the value of any such Receivable; (xiii) any attempt by any Person to void the Transfer from the Parent hereunder under statutory provisions or common law or equitable action; and (xiv) the failure of any Receivable reflected as an Eligible Receivable on any Contribution Report prepared by the Parent to be an Eligible Receivable at the time acquired by the SPV. SECTION 6.2 OTHER COSTS AND EXPENSES. The Parent shall pay to the SPV on demand all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder. The Parent shall pay to the SPV on demand any and all costs and expenses of the SPV, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any

(xii) any action or omission by the Parent which reduces or impairs the rights of the SPV with respect to any Receivable or the value of any such Receivable; (xiii) any attempt by any Person to void the Transfer from the Parent hereunder under statutory provisions or common law or equitable action; and (xiv) the failure of any Receivable reflected as an Eligible Receivable on any Contribution Report prepared by the Parent to be an Eligible Receivable at the time acquired by the SPV. SECTION 6.2 OTHER COSTS AND EXPENSES. The Parent shall pay to the SPV on demand all costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder. The Parent shall pay to the SPV on demand any and all costs and expenses of the SPV, if any, including reasonable counsel fees and expenses in connection with the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout of this Agreement or such documents, or the administration of this Agreement following a Termination Event. ARTICLE VII MISCELLANEOUS SECTION 7.1 WAIVERS AND AMENDMENTS. (a) No failure or delay on the part of the SPV (or its assigns) in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law. Any waiver of this Agreement shall be effective only in the specific instance and for the specific purpose for which given. (b) No provision of this Agreement may be amended, supplemented, modified or waived except in writing signed by the Parent and the SPV and, to the extent required under the Purchase Agreement, the Administrative Agent and the Liquidity Banks or the Required Liquidity Banks. Any material amendment, supplement, modification of waiver will required satisfaction of the Rating Agency Condition. SECTION 7.2 NOTICES. All communications and notices provided for hereunder shall be in writing (including bank wire, telecopy or electronic facsimile transmission or similar writing) and shall be given to the other parties hereto at their respective addresses or telecopy numbers set forth on the signature pages hereof or at such other address or telecopy number as such Person may hereafter 19

specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (a) if given by telecopy, upon the receipt thereof, (b) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (c) if given by any other means, when received at the address specified in this SECTION 7.2. SECTION 7.3 PROTECTION OF OWNERSHIP INTERESTS OF THE SPV. (a) The Parent agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that the SPV (or its assigns) may request, to perfect, protect or more fully evidence the interest of the SPV hereunder, or to enable the SPV (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, the SPV (or its assigns) may, at

specify for the purpose of notice to each of the other parties hereto. Each such notice or other communication shall be effective (a) if given by telecopy, upon the receipt thereof, (b) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (c) if given by any other means, when received at the address specified in this SECTION 7.2. SECTION 7.3 PROTECTION OF OWNERSHIP INTERESTS OF THE SPV. (a) The Parent agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that the SPV (or its assigns) may request, to perfect, protect or more fully evidence the interest of the SPV hereunder, or to enable the SPV (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, the SPV (or its assigns) may, at the Parent's sole cost and expense, direct the Parent to notify the Obligors of Receivables of the ownership interests of the SPV under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to the SPV or its designee. (b) If the Parent fails to perform any of its obligations hereunder, the SPV (or its assigns) may (but shall not be required to) perform, or cause performance of, such obligations, and the SPV's (or such assigns') costs and expenses incurred in connection therewith shall be payable by the Parent as provided in SECTION 6.2. The Parent irrevocably authorizes the SPV (and its assigns) at any time and from time to time in the sole discretion of the SPV (or its assigns), and appoints the SPV (and its assigns) as its attorney(ies)-in-fact, to act on behalf of the Parent (i) to execute on behalf of the Parent as debtor and to file financing statements necessary or desirable in the SPV's (or its assigns') sole discretion to perfect and to maintain the perfection and priority of the interest of the SPV in the Receivables originated by the Parent and the associated Related Security and Collections and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Receivables as a financing statement in such offices as the SPV (or its assigns) in their sole discretion deem necessary or desirable to perfect and to maintain the perfection and priority of the SPV's interests in such Receivables. This appointment is coupled with an interest and is irrevocable. The Parent hereby: (A) authorizes the SPV (or its assigns) to file financing statements and other filing or recording documents with respect to the Receivables and Related Security (including any amendments thereto, or continuation or termination statements thereof), without the signature or other authorization of the Parent, in such form and in such offices as the SPV (or any of its assigns) reasonably determines appropriate to perfect or maintain the perfection of the ownership or security interests of the SPV (or its assigns) hereunder, (B) acknowledges and agrees that it is not authorized to, and will not, file financing statements or other filing or recording documents with respect to the Receivables or Related Security (including any amendments thereto, or continuation or termination statements thereof), without the express prior written approval by the Administrative Agent (as the SPV's assignee), consenting to the form and substance of such filing or recording document, and (C) approves, authorizes and ratifies any filings or recordings made by or on behalf of the Administrative Agent (as the SPV's assign) in connection with the perfection of the ownership or security interests in favor of the SPV or the Administrative Agent (as the SPV's assign). SECTION 7.4 CONFIDENTIALITY. 20

(a) The Parent shall maintain and shall cause each of its employees and officers to maintain the confidentiality of this Agreement and the other confidential or proprietary information with respect to the Administrative Agent and the Purchaser and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that the Parent and its officers and employees may disclose such information to the Parent's external accountants and attorneys and as required by any applicable law or order of any judicial or administrative proceeding. (b) Anything herein to the contrary notwithstanding, the Parent hereby consents to the disclosure of any nonpublic information with respect to it (i) to the SPV, the Administrative Agent, the Liquidity Banks or the Purchaser by each other, (ii) by the SPV, the Administrative Agent or the Purchaser to any prospective or actual assignee or participant of any of them and (iii) by the Administrative Agent to any rating agency, Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to any Purchaser or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which the Administrative Agent acts as

(a) The Parent shall maintain and shall cause each of its employees and officers to maintain the confidentiality of this Agreement and the other confidential or proprietary information with respect to the Administrative Agent and the Purchaser and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that the Parent and its officers and employees may disclose such information to the Parent's external accountants and attorneys and as required by any applicable law or order of any judicial or administrative proceeding. (b) Anything herein to the contrary notwithstanding, the Parent hereby consents to the disclosure of any nonpublic information with respect to it (i) to the SPV, the Administrative Agent, the Liquidity Banks or the Purchaser by each other, (ii) by the SPV, the Administrative Agent or the Purchaser to any prospective or actual assignee or participant of any of them and (iii) by the Administrative Agent to any rating agency, Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to any Purchaser or any entity organized for the purpose of purchasing, or making loans secured by, financial assets for which the Administrative Agent acts as the administrative agent and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing, PROVIDED each such Person is informed of the confidential nature of such information. In addition, the Purchaser and the Administrative Agent may disclose any such nonpublic information pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law). (c) The SPV shall maintain and shall cause each of its employees and officers to maintain the confidentiality of this Agreement and the other confidential or proprietary information with respect to the Parent, the Obligors and their respective businesses obtained by it in connection with the due diligence evaluations, structuring, negotiating and execution of the Transaction Documents, and the consummation of the transactions contemplated herein and any other activities of the SPV arising from or related to the transactions contemplated herein PROVIDED, HOWEVER, that each of the SPV and its employees and officers shall be permitted to disclose such confidential or proprietary information: (i) to the Administrative Agent and the Purchaser, (ii) to any prospective or actual assignee or participant of the Administrative Agent or the Purchaser who execute a confidentiality agreement for the benefit of the Parent and the SPV on terms comparable to those required of the SPV hereunder with respect to such disclosed information, (iii) to any rating agency, provider of a surety, guaranty or credit or liquidity enhancement to the Purchaser, (iv) to any officers, directors, employees, outside accountants and attorneys of any of the foregoing, and (v) to the extent required pursuant to any applicable law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings with competent jurisdiction (whether or not having the force or effect of law) so long as such required disclosure is made under seal to the extent permitted by applicable law or by rule of court or other applicable body. (d) The SPV, the Administrative Agent, the Liquidity Banks and the Purchaser each agree to maintain the confidence of all material nonpublic information provided by the Parent that is indicated to them as material nonpublic information, all in accordance with Regulation FD. 21

SECTION 7.5 BANKRUPTCY PETITION. (a) The Parent and the SPV each hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of the Purchaser, it will not institute against, or join any other Person in instituting against, the Purchaser any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. (b) The Parent covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding obligations of the SPV under the Purchase Agreement, it will not institute against, or join any other Person in instituting against, the SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. SECTION 7.6 LIMITATION OF LIABILITY. Except with respect to any claim arising out of the willful misconduct or gross negligence of the Purchaser, the

SECTION 7.5 BANKRUPTCY PETITION. (a) The Parent and the SPV each hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior indebtedness of the Purchaser, it will not institute against, or join any other Person in instituting against, the Purchaser any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. (b) The Parent covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding obligations of the SPV under the Purchase Agreement, it will not institute against, or join any other Person in instituting against, the SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. SECTION 7.6 LIMITATION OF LIABILITY. Except with respect to any claim arising out of the willful misconduct or gross negligence of the Purchaser, the Administrative Agent or any Liquidity Bank, no claim may be made by the Parent or any other Person against the Purchaser, the Administrative Agent or any Liquidity Bank or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Parent hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. SECTION 7.7 CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (AND NOT THE LAW OF CONFLICTS OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATION LAW). SECTION 7.8 CONSENT TO JURISDICTION. THE PARENT HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY THE PARENT PURSUANT TO THIS AGREEMENT AND THE PARENT HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE BUYER (OR ITS ASSIGNS) TO BRING PROCEEDINGS AGAINST THE PARENT IN THE COURTS OF ANY OTHER 22

JURISDICTION. ANY JUDICIAL PROCEEDING BY THE PARENT AGAINST THE SPV (OR ITS ASSIGNS) OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY THE PARENT PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK. SECTION 7.9 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,

JURISDICTION. ANY JUDICIAL PROCEEDING BY THE PARENT AGAINST THE SPV (OR ITS ASSIGNS) OR ANY AFFILIATE THEREOF INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY THE PARENT PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK. SECTION 7.9 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY THE PARENT PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER OR THEREUNDER. SECTION 7.10 INTEGRATION; BINDING EFFECT; SURVIVAL OF TERMS. (a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. (b) This Agreement shall be binding upon and inure to the benefit of the Parent, the SPV and their respective successors and permitted assigns (including any trustee in bankruptcy). The Parent may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the SPV. The SPV may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of the Parent. Without limiting the foregoing, the Parent acknowledges that the SPV, pursuant to the Purchase Agreement, may assign to the Administrative Agent, for the benefit of the Secured Parties, its rights, remedies, powers and privileges hereunder and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Purchase Agreement. The Parent agrees that the Administrative Agent (on behalf of the Secured Parties), as the assignee of the SPV, shall, subject to the terms of the Purchase Agreement, have the right to enforce this Agreement and to exercise directly all of the SPV's rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of the SPV to be given or withheld hereunder) and the Parent agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; PROVIDED, HOWEVER, that the rights and remedies with respect to (i) any breach of any representation and warranty made by the Parent pursuant to ARTICLE II; (ii) the indemnification and payment provisions of ARTICLE VI; and (iii) SECTION 7.5 shall be continuing and shall survive any termination of this Agreement. 23

SECTION 7.11 COUNTERPARTS; SEVERABILITY; SECTION REFERENCES. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart to this Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to "Article," "Section," "Schedule" or "Exhibit" shall mean articles and sections of, and schedules and exhibits to, this Agreement. [signature pages follow]

SECTION 7.11 COUNTERPARTS; SEVERABILITY; SECTION REFERENCES. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart to this Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise expressly indicated, all references herein to "Article," "Section," "Schedule" or "Exhibit" shall mean articles and sections of, and schedules and exhibits to, this Agreement. [signature pages follow] 24

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof. TBSPV, INC.
By: /s/ Thomas C. Oviatt -----------------------------------Name: Thomas C. Oviatt Title: Treasurer

c/o Thomas & Betts Corporation 8155 T&B Boulevard Memphis, TN 38125 Telephone: (901) 252-5942 Facsimile: (901) 252-1345

Address:

With a copy to: THOMAS & BETTS CORPORATION
8155 T & B Boulevard Memphis, TN 38125 Attention: Vice President-General Counsel Telephone: (901) 252-8827 Facsimile: (901) 252-1372 Address:

[Additional signature page to follow.]

THOMAS & BETTS CORPORATION
By: /s/ Thomas C. Oviatt -----------------------------------Name: Thomas C. Oviatt Title: Treasurer

Address:

8155 T&B Boulevard

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date hereof. TBSPV, INC.
By: /s/ Thomas C. Oviatt -----------------------------------Name: Thomas C. Oviatt Title: Treasurer

Address:

c/o Thomas & Betts Corporation 8155 T&B Boulevard Memphis, TN 38125 Telephone: (901) 252-5942 Facsimile: (901) 252-1345

With a copy to: THOMAS & BETTS CORPORATION
Address: 8155 T & B Boulevard Memphis, TN 38125 Attention: Vice President-General Counsel Telephone: (901) 252-8827 Facsimile: (901) 252-1372

[Additional signature page to follow.]

THOMAS & BETTS CORPORATION
By: /s/ Thomas C. Oviatt -----------------------------------Name: Thomas C. Oviatt Title: Treasurer

Address:

8155 T&B Boulevard Memphis, TN 38125 Telephone: (901) 252-5942 Facsimile: (901) 252-1345

With a copy to: THOMAS & BETTS CORPORATION
Address: 8155 T & B Boulevard Memphis, TN 38125 Attention: Vice President-General Counsel Telephone: (901) 252-8827 Facsimile: (901) 252-1372

Exhibit I

THOMAS & BETTS CORPORATION
By: /s/ Thomas C. Oviatt -----------------------------------Name: Thomas C. Oviatt Title: Treasurer

Address:

8155 T&B Boulevard Memphis, TN 38125 Telephone: (901) 252-5942 Facsimile: (901) 252-1345

With a copy to: THOMAS & BETTS CORPORATION
Address: 8155 T & B Boulevard Memphis, TN 38125 Attention: Vice President-General Counsel Telephone: (901) 252-8827 Facsimile: (901) 252-1372

Exhibit I Definitions This is Exhibit I to the Agreement (as hereinafter defined). As used in the Agreement and the Exhibits and Schedules thereto, capitalized terms have the meanings set forth in this Exhibit I (such meanings to be equally applicable to the singular and plural forms thereof). If a capitalized term is used in the Agreement, or any Exhibit or Schedule thereto, and is not otherwise defined therein or in this Exhibit I, such term shall have the meaning assigned thereto in Exhibit I to the Purchase Agreement (hereinafter defined) or Exhibit I to the Transfer Agreement. AGREEMENT: The Receivables Contribution Agreement, dated as of September 21, 2001, among the Parent and the SPV, as the same may be amended, restated or otherwise modified. APPLICABLE STATE: As defined in SECTION 2.1 of the Agreement. CLOSING DATE: September 21, 2001. CONTRIBUTION REPORT: As defined in SECTION 1.1(b) of the Agreement. CREDIT AND COLLECTION POLICY: The Parent's credit and collection policies and practices relating to Contracts and Receivables existing on the date hereof, as modified from time to time in accordance with the Agreement. DEFAULT FEE: A per annum rate of interest equal to the sum of (i) the Prime Rate, plus (ii) 2% per annum. EQUITY INTERESTS: With respect to any Person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or non-voting), of capital of such Person, including, if such Person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership, whether outstanding on the date hereof or issued after the date of this Agreement.

Exhibit I Definitions This is Exhibit I to the Agreement (as hereinafter defined). As used in the Agreement and the Exhibits and Schedules thereto, capitalized terms have the meanings set forth in this Exhibit I (such meanings to be equally applicable to the singular and plural forms thereof). If a capitalized term is used in the Agreement, or any Exhibit or Schedule thereto, and is not otherwise defined therein or in this Exhibit I, such term shall have the meaning assigned thereto in Exhibit I to the Purchase Agreement (hereinafter defined) or Exhibit I to the Transfer Agreement. AGREEMENT: The Receivables Contribution Agreement, dated as of September 21, 2001, among the Parent and the SPV, as the same may be amended, restated or otherwise modified. APPLICABLE STATE: As defined in SECTION 2.1 of the Agreement. CLOSING DATE: September 21, 2001. CONTRIBUTION REPORT: As defined in SECTION 1.1(b) of the Agreement. CREDIT AND COLLECTION POLICY: The Parent's credit and collection policies and practices relating to Contracts and Receivables existing on the date hereof, as modified from time to time in accordance with the Agreement. DEFAULT FEE: A per annum rate of interest equal to the sum of (i) the Prime Rate, plus (ii) 2% per annum. EQUITY INTERESTS: With respect to any Person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or non-voting), of capital of such Person, including, if such Person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership, whether outstanding on the date hereof or issued after the date of this Agreement. ERISA EVENT: (i) a Reportable Event with respect to a Pension Plan; (ii) a withdrawal by the Parent or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001 (a) (2) of ERISA) or a cessation of operations which is treated as such a withdrawal under Section 4062(e) of ERISA; (iii) a complete or partial withdrawal by the Parent or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (iv) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (v) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (vi) the imposition of any

liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Parent or any ERISA Affiliate. FINANCE CHARGES: With respect to a Contract, any finance, interest, late payment charges or similar charges owing by an Obligor pursuant to such Contract. INDEMNIFIED AMOUNTS: As defined in SECTION 6.1 of the Agreement. INDEMNIFIED PARTIES: As defined in SECTION 6.1 of the Agreement. INITIAL CUTOFF DATE: The Business Day immediately prior to the date of this Agreement.

liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Parent or any ERISA Affiliate. FINANCE CHARGES: With respect to a Contract, any finance, interest, late payment charges or similar charges owing by an Obligor pursuant to such Contract. INDEMNIFIED AMOUNTS: As defined in SECTION 6.1 of the Agreement. INDEMNIFIED PARTIES: As defined in SECTION 6.1 of the Agreement. INITIAL CUTOFF DATE: The Business Day immediately prior to the date of this Agreement. LIBOR: For the date hereof or any Settlement Period, as the case may be, means the offered rate per annum (rounded upwards, if necessary, to the nearest 1/16th of one percent) appearing in THE WALL STREET JOURNAL for one-month LIBOR loans on the date hereof or the first Business Day of such Settlement Period, as the case may be. MATERIAL ADVERSE EFFECT: A material adverse effect on (i) the financial condition or operations of the Parent and its Subsidiaries considered as a whole, (ii) the ability of the Parent to perform its obligations under the Agreement or any other Transaction Document, (iii) the legality, validity or enforceability of the Agreement or any other Transaction Document, (iv) the Parent's, the SPV's, the Administrative Agent's or the Purchaser's interest in the Receivables generally or in any significant portion of the Receivables, the Related Security or Collections with respect thereto, or (v) the collectibility of the Receivables generally or of any material portion of the Receivables. MULTIEMPLOYER PLAN: A "multiemployer plan", within the meaning of Section 4001 (a) (3) of ERISA, to which the Parent or any ERISA Affiliate makes, is making, or is obligated to make contributions or, during the preceding three calendar years, has made, or been obligated to make, contributions. OBLIGOR: A Person obligated to make payments pursuant to a Contract. ORGANIZATIONAL DOCUMENTS: For any Person, the documents for its formation and organization, which, for example, (a) for a corporation are its corporate charter and bylaws, (b) for a partnership are its certificate of partnership (if applicable) and partnership agreement, (c) for a limited liability company are its certificate of formation or organization and its operating agreement, regulations or the like and (d) for a trust is the trust agreement, declaration of trust, indenture or bylaws under which it is created. ORIGINAL BALANCE: With respect to any Receivable coming into existence after the Initial Cutoff Date, the Outstanding Balance of such Receivable on the date it was created. PURCHASE AGREEMENT: As defined in the Preliminary Statements to the Agreement. RELATED SECURITY: With respect to any Receivable: (i) all of the Parent's interest in the inventory and other goods (including returned or repossessed inventory or goods), if any, the sale, financing or lease of which

by the Parent gave rise to such Receivable, and all insurance contracts with respect thereto, (ii) all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable, (iii) all guaranties, letters of credit, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise,

by the Parent gave rise to such Receivable, and all insurance contracts with respect thereto, (ii) all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and security agreements describing any collateral securing such Receivable, (iii) all guaranties, letters of credit, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise, (iv) all service contracts and other contracts and agreements associated with such Receivable, (v) all Records related to such Receivable, (vi) all of the Parent's right, title and interest in each Lock-Box and each Collection Account, and (vii) all proceeds of any of the foregoing. REPORTABLE EVENT: Any of the events set forth in Section 4043(c) of ERISA or the regulations thereunder, other than any such event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the PBGC. SPV: As defined in the preamble to the Agreement. TERMINATION DATE: The earliest to occur of (i) the Facility Termination Date (as defined in the Purchase Agreement), (ii) the Business Day immediately prior to the occurrence of a Termination Event set forth in SECTION 5.1(e), (iii) the Business Day specified in a written notice from the SPV to the Parent following the occurrence of any other Termination Event, and (iv) the date which is thirty (30) Business Days after the SPV's receipt of written notice from the Parent that it wishes to terminate the facility evidenced by this Agreement. TERMINATION EVENT: As defined in SECTION 5.1 of the Agreement. TRANSFER: Each transfer to the SPV by the Parent pursuant to SECTION 1.1(a) of the Agreement of the Receivables owned by the Parent and the Related Security and Collections related thereto, together with all related rights in connection therewith. TRANSFER AGREEMENT: As defined in the preliminary statements hereto. UNMATURED TERMINATION EVENT: An event which, with the passage of time or the giving of notice, or both, would constitute a Termination Event.

ALL ACCOUNTING TERMS NOT SPECIFICALLY DEFINED HEREIN SHALL BE CONSTRUED IN ACCORDANCE WITH GAAP. ALL TERMS USED IN ARTICLE 9 OF THE UCC IN THE STATE OF TENNESSEE OR ANY OTHER APPLICABLE STATE, AND NOT SPECIFICALLY DEFINED HEREIN, ARE USED HEREIN AS DEFINED IN SUCH ARTICLE 9.

Exhibit II JURISDICTION OF INCORPORATION; LOCATIONS OF RECORDS; FEDERAL EMPLOYER IDENTIFICATION NUMBER(S); OTHER NAMES JURISDICTION OF INCORPORATION:

ALL ACCOUNTING TERMS NOT SPECIFICALLY DEFINED HEREIN SHALL BE CONSTRUED IN ACCORDANCE WITH GAAP. ALL TERMS USED IN ARTICLE 9 OF THE UCC IN THE STATE OF TENNESSEE OR ANY OTHER APPLICABLE STATE, AND NOT SPECIFICALLY DEFINED HEREIN, ARE USED HEREIN AS DEFINED IN SUCH ARTICLE 9.

Exhibit II JURISDICTION OF INCORPORATION; LOCATIONS OF RECORDS; FEDERAL EMPLOYER IDENTIFICATION NUMBER(S); OTHER NAMES JURISDICTION OF INCORPORATION: Tennessee CHIEF EXECUTIVE OFFICE: 8155 T&B Boulevard Memphis, TN 38125 LOCATIONS OF RECORDS: Thomas & Betts Corporation 8155 T&B Boulevard Memphis, TN 38125 Creditek LLC 7 Entin Road Parsippany, NJ 07054 Vital Records Control, Inc. 442 East Stonewall Road Byhalia, MS 38611 FEDERAL EMPLOYER IDENTIFICATION NUMBER: 22-1326940 LEGAL, TRADE AND ASSUMED NAMES: Thomas & Betts Corporation

Exhibit III LOCK-BOXES; COLLECTION ACCOUNTS; COLLECTION ACCOUNT BANKS
========================================================================================================= SERVICE LOCKBOX TITLE LOCKBOX REMITTANCE CONTACT PROVIDER PRIOR TO CLOSING DATE # ADDRESS NAME --------------------------------------------------------------------------------------------------------Northern Trust Thomas & Betts 92536 P.O. Box 92536 John E Burda Corporation Chicago, IL 60675 312-444-3455 --------------------------------------------------------------------------------------------------------Wachovia Thomas & Betts 101215 P.O. Box 101215 Dawn Barlow Corporation Atlanta, GA 30392-1215 404-332-1414 =========================================================================================================

Exhibit II JURISDICTION OF INCORPORATION; LOCATIONS OF RECORDS; FEDERAL EMPLOYER IDENTIFICATION NUMBER(S); OTHER NAMES JURISDICTION OF INCORPORATION: Tennessee CHIEF EXECUTIVE OFFICE: 8155 T&B Boulevard Memphis, TN 38125 LOCATIONS OF RECORDS: Thomas & Betts Corporation 8155 T&B Boulevard Memphis, TN 38125 Creditek LLC 7 Entin Road Parsippany, NJ 07054 Vital Records Control, Inc. 442 East Stonewall Road Byhalia, MS 38611 FEDERAL EMPLOYER IDENTIFICATION NUMBER: 22-1326940 LEGAL, TRADE AND ASSUMED NAMES: Thomas & Betts Corporation

Exhibit III LOCK-BOXES; COLLECTION ACCOUNTS; COLLECTION ACCOUNT BANKS
========================================================================================================= SERVICE LOCKBOX TITLE LOCKBOX REMITTANCE CONTACT PROVIDER PRIOR TO CLOSING DATE # ADDRESS NAME --------------------------------------------------------------------------------------------------------Northern Trust Thomas & Betts 92536 P.O. Box 92536 John E Burda Corporation Chicago, IL 60675 312-444-3455 --------------------------------------------------------------------------------------------------------Wachovia Thomas & Betts 101215 P.O. Box 101215 Dawn Barlow Corporation Atlanta, GA 30392-1215 404-332-1414 =========================================================================================================

Exhibit IV FORM OF COMPLIANCE CERTIFICATE

Exhibit III LOCK-BOXES; COLLECTION ACCOUNTS; COLLECTION ACCOUNT BANKS
========================================================================================================= SERVICE LOCKBOX TITLE LOCKBOX REMITTANCE CONTACT PROVIDER PRIOR TO CLOSING DATE # ADDRESS NAME --------------------------------------------------------------------------------------------------------Northern Trust Thomas & Betts 92536 P.O. Box 92536 John E Burda Corporation Chicago, IL 60675 312-444-3455 --------------------------------------------------------------------------------------------------------Wachovia Thomas & Betts 101215 P.O. Box 101215 Dawn Barlow Corporation Atlanta, GA 30392-1215 404-332-1414 =========================================================================================================

Exhibit IV FORM OF COMPLIANCE CERTIFICATE This Compliance Certificate is furnished pursuant to that certain Receivables Contribution Agreement dated as of September 21, 2001 between Thomas & Betts Corporation (the "COMPANY") and TBSPV, Inc. (the "AGREEMENT"). Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT: 1. I am the duly elected ______________ of the Company. 2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Parent and its Subsidiaries during the accounting period covered by the attached financial statements. 3. The examinations described in PARAGRAPH 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Termination Event or an Unmatured Termination Event, as each such term is defined under the Agreement, during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate[, EXCEPT AS SET FORTH BELOW]. [4. DESCRIBED BELOW ARE THE EXCEPTIONS, IF ANY, TO PARAGRAPH 3 BY LISTING, IN DETAIL, THE NATURE OF THE CONDITION OR EVENT, THE PERIOD DURING WHICH IT HAS EXISTED AND THE ACTION WHICH THE PARENT HAS TAKEN, IS TAKING, OR PROPOSES TO TAKE WITH RESPECT TO EACH SUCH CONDITION OR EVENT: _______________________________]. The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this ____ day of ______________, 200_. [NAME]

Exhibit V Summary of Collection Practices [see attached]

Exhibit IV FORM OF COMPLIANCE CERTIFICATE This Compliance Certificate is furnished pursuant to that certain Receivables Contribution Agreement dated as of September 21, 2001 between Thomas & Betts Corporation (the "COMPANY") and TBSPV, Inc. (the "AGREEMENT"). Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT: 1. I am the duly elected ______________ of the Company. 2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Parent and its Subsidiaries during the accounting period covered by the attached financial statements. 3. The examinations described in PARAGRAPH 2 did not disclose, and I have no knowledge of, the existence of any condition or event which constitutes a Termination Event or an Unmatured Termination Event, as each such term is defined under the Agreement, during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate[, EXCEPT AS SET FORTH BELOW]. [4. DESCRIBED BELOW ARE THE EXCEPTIONS, IF ANY, TO PARAGRAPH 3 BY LISTING, IN DETAIL, THE NATURE OF THE CONDITION OR EVENT, THE PERIOD DURING WHICH IT HAS EXISTED AND THE ACTION WHICH THE PARENT HAS TAKEN, IS TAKING, OR PROPOSES TO TAKE WITH RESPECT TO EACH SUCH CONDITION OR EVENT: _______________________________]. The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this ____ day of ______________, 200_. [NAME]

Exhibit V Summary of Collection Practices [see attached]

Exhibit VI FORM OF CONTRIBUTION REPORT For the Calculation Period beginning [date] and ending [date]

TO: THE SPV AND THE ADMINISTRATIVE AGENT (AS THE BUYER'S ASSIGNEE)
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Aggregate Outstanding Balance of all Receivables contributed by the Parent during the period: $_____________ ---------------------------------------------------------------------------------------------------------

Exhibit V Summary of Collection Practices [see attached]

Exhibit VI FORM OF CONTRIBUTION REPORT For the Calculation Period beginning [date] and ending [date]

TO: THE SPV AND THE ADMINISTRATIVE AGENT (AS THE BUYER'S ASSIGNEE)
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Aggregate Outstanding Balance of all Receivables contributed by the Parent during the period: $_____________ --------------------------------------------------------------------------------------------------------LESS: Aggregate Outstanding Balance of all Receivables contributed by the Parent during such period which were not Eligible Receivables on the date when contributed: ($____________) --------------------------------------------------------------------------------------------------------EQUALS: Aggregate Outstanding Balance of all Eligible Receivables contributed by the Parent during the period $___________ (A - B): ---------------------------------------------------------------------------------------------------------

Exhibit VII ACTIONS; SUITS None except as described in the most recent 10-K and 10-Q filed by Thomas & Betts Corporation with the Securities and Exchange Commission and as listed on Exhibit VII to the Receivables Transfer Agreement.

Exhibit VIII ERISA MATTERS (See Exhibit XI to the Receivables Purchase Agreement)

Schedule A DOCUMENTS TO BE DELIVERED TO THE BUYER ON OR PRIOR TO THE PURCHASE 1. Executed copies of the Receivables Contribution Agreement, duly executed by the parties thereto. 2. Copy of the Credit and Collection Policy.

Exhibit VI FORM OF CONTRIBUTION REPORT For the Calculation Period beginning [date] and ending [date]

TO: THE SPV AND THE ADMINISTRATIVE AGENT (AS THE BUYER'S ASSIGNEE)
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Aggregate Outstanding Balance of all Receivables contributed by the Parent during the period: $_____________ --------------------------------------------------------------------------------------------------------LESS: Aggregate Outstanding Balance of all Receivables contributed by the Parent during such period which were not Eligible Receivables on the date when contributed: ($____________) --------------------------------------------------------------------------------------------------------EQUALS: Aggregate Outstanding Balance of all Eligible Receivables contributed by the Parent during the period $___________ (A - B): ---------------------------------------------------------------------------------------------------------

Exhibit VII ACTIONS; SUITS None except as described in the most recent 10-K and 10-Q filed by Thomas & Betts Corporation with the Securities and Exchange Commission and as listed on Exhibit VII to the Receivables Transfer Agreement.

Exhibit VIII ERISA MATTERS (See Exhibit XI to the Receivables Purchase Agreement)

Schedule A DOCUMENTS TO BE DELIVERED TO THE BUYER ON OR PRIOR TO THE PURCHASE 1. Executed copies of the Receivables Contribution Agreement, duly executed by the parties thereto. 2. Copy of the Credit and Collection Policy. 3. A certificate of the Parent's Secretary or Assistant Secretary certifying: (a) A copy of the Resolutions of the Board of Directors of the Parent, authorizing the Parent's execution, delivery and performance of the Receivables Contribution Agreement and the other documents to be delivered by it thereunder; (b) A copy of the Organizational Documents of the Parent (also certified, to the extent that such documents are

Exhibit VII ACTIONS; SUITS None except as described in the most recent 10-K and 10-Q filed by Thomas & Betts Corporation with the Securities and Exchange Commission and as listed on Exhibit VII to the Receivables Transfer Agreement.

Exhibit VIII ERISA MATTERS (See Exhibit XI to the Receivables Purchase Agreement)

Schedule A DOCUMENTS TO BE DELIVERED TO THE BUYER ON OR PRIOR TO THE PURCHASE 1. Executed copies of the Receivables Contribution Agreement, duly executed by the parties thereto. 2. Copy of the Credit and Collection Policy. 3. A certificate of the Parent's Secretary or Assistant Secretary certifying: (a) A copy of the Resolutions of the Board of Directors of the Parent, authorizing the Parent's execution, delivery and performance of the Receivables Contribution Agreement and the other documents to be delivered by it thereunder; (b) A copy of the Organizational Documents of the Parent (also certified, to the extent that such documents are filed with any governmental authority, by the Secretary of State of the jurisdiction of organization of the Parent on or within thirty (30) days prior to closing); (c) Good Standing Certificates for the Parent issued by the Secretaries of State of its state of incorporation and each jurisdiction where it has material operations; and (d) The names and signatures of the officers authorized on its behalf to execute the Receivables Contribution Agreement and any other documents to be delivered by it thereunder. 4. Pre-filing state and federal tax lien, judgment lien and UCC lien searches against the Parent from the following jurisdictions: Tennessee Alabama 5. Time stamped receipt copies of proper financing statements, duly filed under the UCC on or before the date of the initial Purchase (as defined in the Receivables Contribution Agreement) in all jurisdictions as may be necessary or, in the opinion of the SPV (or its assigns), desirable, under the UCC of all appropriate jurisdictions or any comparable law in order to perfect the ownership interests contemplated by the Receivables Contribution Agreement. 6. Time stamped receipt copies of proper UCC termination statements, if any, necessary to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Parent. 7. Executed Collection Account Agreements for each Lock-Box and Collection Account.

Exhibit VIII ERISA MATTERS (See Exhibit XI to the Receivables Purchase Agreement)

Schedule A DOCUMENTS TO BE DELIVERED TO THE BUYER ON OR PRIOR TO THE PURCHASE 1. Executed copies of the Receivables Contribution Agreement, duly executed by the parties thereto. 2. Copy of the Credit and Collection Policy. 3. A certificate of the Parent's Secretary or Assistant Secretary certifying: (a) A copy of the Resolutions of the Board of Directors of the Parent, authorizing the Parent's execution, delivery and performance of the Receivables Contribution Agreement and the other documents to be delivered by it thereunder; (b) A copy of the Organizational Documents of the Parent (also certified, to the extent that such documents are filed with any governmental authority, by the Secretary of State of the jurisdiction of organization of the Parent on or within thirty (30) days prior to closing); (c) Good Standing Certificates for the Parent issued by the Secretaries of State of its state of incorporation and each jurisdiction where it has material operations; and (d) The names and signatures of the officers authorized on its behalf to execute the Receivables Contribution Agreement and any other documents to be delivered by it thereunder. 4. Pre-filing state and federal tax lien, judgment lien and UCC lien searches against the Parent from the following jurisdictions: Tennessee Alabama 5. Time stamped receipt copies of proper financing statements, duly filed under the UCC on or before the date of the initial Purchase (as defined in the Receivables Contribution Agreement) in all jurisdictions as may be necessary or, in the opinion of the SPV (or its assigns), desirable, under the UCC of all appropriate jurisdictions or any comparable law in order to perfect the ownership interests contemplated by the Receivables Contribution Agreement. 6. Time stamped receipt copies of proper UCC termination statements, if any, necessary to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Parent. 7. Executed Collection Account Agreements for each Lock-Box and Collection Account. A-1

8. A favorable opinion of legal counsel for the Parent reasonably acceptable to the SPV (and the Administrative Agent, as the SPV's assignee) as to the following: (a) Due authorization, execution, delivery, enforceability and other corporate matters of the Parent as to the Transaction Documents;

Schedule A DOCUMENTS TO BE DELIVERED TO THE BUYER ON OR PRIOR TO THE PURCHASE 1. Executed copies of the Receivables Contribution Agreement, duly executed by the parties thereto. 2. Copy of the Credit and Collection Policy. 3. A certificate of the Parent's Secretary or Assistant Secretary certifying: (a) A copy of the Resolutions of the Board of Directors of the Parent, authorizing the Parent's execution, delivery and performance of the Receivables Contribution Agreement and the other documents to be delivered by it thereunder; (b) A copy of the Organizational Documents of the Parent (also certified, to the extent that such documents are filed with any governmental authority, by the Secretary of State of the jurisdiction of organization of the Parent on or within thirty (30) days prior to closing); (c) Good Standing Certificates for the Parent issued by the Secretaries of State of its state of incorporation and each jurisdiction where it has material operations; and (d) The names and signatures of the officers authorized on its behalf to execute the Receivables Contribution Agreement and any other documents to be delivered by it thereunder. 4. Pre-filing state and federal tax lien, judgment lien and UCC lien searches against the Parent from the following jurisdictions: Tennessee Alabama 5. Time stamped receipt copies of proper financing statements, duly filed under the UCC on or before the date of the initial Purchase (as defined in the Receivables Contribution Agreement) in all jurisdictions as may be necessary or, in the opinion of the SPV (or its assigns), desirable, under the UCC of all appropriate jurisdictions or any comparable law in order to perfect the ownership interests contemplated by the Receivables Contribution Agreement. 6. Time stamped receipt copies of proper UCC termination statements, if any, necessary to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Parent. 7. Executed Collection Account Agreements for each Lock-Box and Collection Account. A-1

8. A favorable opinion of legal counsel for the Parent reasonably acceptable to the SPV (and the Administrative Agent, as the SPV's assignee) as to the following: (a) Due authorization, execution, delivery, enforceability and other corporate matters of the Parent as to the Transaction Documents; (b) The creation of a first-priority perfected security interest in favor of the Administrative Agent on behalf of the Secured Parties in (1) all of the Receivables and Related Security (and including specifically any undivided interest therein retained by the SPV pursuant to the Purchase Agreement), the Purchase Agreement, and other Transaction Documents and (2) all proceeds of any of the foregoing. (c) The existence of a "true contribution and/or absolute assignment" of the Receivables from the Parent to the SPV under this Agreement;

8. A favorable opinion of legal counsel for the Parent reasonably acceptable to the SPV (and the Administrative Agent, as the SPV's assignee) as to the following: (a) Due authorization, execution, delivery, enforceability and other corporate matters of the Parent as to the Transaction Documents; (b) The creation of a first-priority perfected security interest in favor of the Administrative Agent on behalf of the Secured Parties in (1) all of the Receivables and Related Security (and including specifically any undivided interest therein retained by the SPV pursuant to the Purchase Agreement), the Purchase Agreement, and other Transaction Documents and (2) all proceeds of any of the foregoing. (c) The existence of a "true contribution and/or absolute assignment" of the Receivables from the Parent to the SPV under this Agreement; (d) The inapplicability of the doctrine of substantive consolidation to the SPV and the Parent in connection with any bankruptcy proceeding involving the Parent; (e) The inapplicability of the Tennessee privilege tax; and (f) Such other matters as the Administrative Agent may reasonably request 9. A Certificate of the Parent's chief financial officer or treasurer certifying that, as of the closing date, no Termination Event or Unmatured Termination Event exists and is continuing. 10. Executed copies of (i) all consents from and authorizations by any Persons and (ii) all waivers and amendments to existing credit facilities, that are necessary in connection with the Receivables Contribution Agreement. 11. A direction letter executed by the Parent authorizing the SPV (and the Administrative Agent, as its assignee) and directing Creditek and any other warehousemen, if applicable, to allow the SPV (and the Administrative Agent, as its assignee) to inspect and make copies from the Parent's books and records maintained at off-site data processing or storage facilities. 12. A direction letter executed by the Parent authorizing the SPV (and the Administrative Agent, as its assignee) and directing VRC and any other warehousemen, if applicable, to allow the SPV (and the Administrative Agent, as its assignee) to inspect and make copies from the Parent's books and records maintained at off-site data processing or storage facilities. A-2

EXHIBIT 10.6 EXECUTION COPY INTERCREDITOR AGREEMENT THIS INTERCREDITOR AGREEMENT (as amended, restated and/or otherwise modified from time to time in accordance with the terms hereof, this "AGREEMENT") is entered into as of September 21, 2001 by and among WACHOVIA BANK, N.A., as Securitization Agent for certain secured parties to the Blue Ridge Facility (as defined below) (in such capacity, the "SECURITIZATION AGENT") and as Agent for the banks party to the Bank Facility (defined below) (individually and in such capacity, the "BANK AGENT"), TBSPV, INC. (the "SPC") and THOMAS & BETTS CORPORATION, ("T&B"). PRELIMINARY STATEMENTS

EXHIBIT 10.6 EXECUTION COPY INTERCREDITOR AGREEMENT THIS INTERCREDITOR AGREEMENT (as amended, restated and/or otherwise modified from time to time in accordance with the terms hereof, this "AGREEMENT") is entered into as of September 21, 2001 by and among WACHOVIA BANK, N.A., as Securitization Agent for certain secured parties to the Blue Ridge Facility (as defined below) (in such capacity, the "SECURITIZATION AGENT") and as Agent for the banks party to the Bank Facility (defined below) (individually and in such capacity, the "BANK AGENT"), TBSPV, INC. (the "SPC") and THOMAS & BETTS CORPORATION, ("T&B"). PRELIMINARY STATEMENTS A. T&B, the Bank Agent, and Wachovia Securities, Inc. have entered into that certain letter agreement dated as of August 22, 2001 (the "LETTER AGREEMENT") with the intention of exercising commercially reasonable efforts to bring together a syndicate of banks willing to issue commitments to fund the credit facility as described in the Letter Agreement (as the same may become the subject of definitive documentation and as it may be further amended, supplemented, or otherwise modified from time to time, the "BANK FACILITY"). In connection with a prior credit facility and, following the termination of such prior facility, to secure all of T&B's obligations to the Bank Agent (including without limitation obligations with respect to letters of credit issued by the Bank Agent), T&B and the Bank Agent entered into that certain Borrower Security Agreement, dated as of July 1, 2001 (as the same may be amended, supplemented, restated, replaced or otherwise modified from time to time, the "SECURITY AGREEMENT") pursuant to which T&B has granted to the Bank Agent a security interest in, among other things, all of T&B's right, title and interest in and to all accounts receivable, bank accounts into which collections and proceeds thereof are deposited and all proceeds thereof, equipment and inventory (the "BANK COLLATERAL"). B. Pursuant to that certain Receivables Transfer Agreement, dated as of September 21, 2001, by and between T&B and the sellers named therein (as the same may be amended, restated or otherwise modified from time to time, the "RECEIVABLES TRANSFER AGREEMENT"), T&B has purchased, and agreed to purchase from time to time, Receivables arising from the sale of goods or rendition of services by certain of its subsidiary parties thereto (the "SUBSIDIARY RECEIVABLES") including initially OCAL, Inc. C. Pursuant to that certain Receivables Contribution Agreement, dated as of September 21, 2001, by and between T&B and the SPC (as the same may be amended, restated or otherwise modified from time to time, the "RECEIVABLES CONTRIBUTION AGREEMENT"), T&B has contributed, and agreed to contribute, to the SPC all of its right, title and interest in and to all of its accounts receivable and all collections and related security with respect thereto, each lockbox and collection account into which proceeds of receivables are deposited, and all other rights and payments relating to such accounts receivable and all proceeds thereof each of which would otherwise constitute Bank Collateral (the "CONTRIBUTED ASSETS"). T&B has agreed to repurchase certain of the Contributed Assets from time to time pursuant to the

Receivables Contribution Agreement (together with the Related Security therefor, the "RECONVEYED ASSETS"). D. Pursuant to that certain Receivables Purchase Agreement, dated as of September 21, 2001, by and among the SPC, as seller, T&B, as master servicer, Blue Ridge Asset Funding Corporation, as purchaser ("BLUE RIDGE") and the Securitization Agent (as the same may be amended, supplemented or otherwise modified from time to time, the "BLUE RIDGE FACILITY"), the SPC has sold an undivided percentage ownership in the Contributed Assets and has granted a first priority perfected security interest therein to the Securitization Agent (the "SECURITIZATION COLLATERAL"). Under the Blue Ridge Facility, the SPC, under certain circumstances, is required to repurchase Receivables for which it is deemed to have received a "Collection" as

Receivables Contribution Agreement (together with the Related Security therefor, the "RECONVEYED ASSETS"). D. Pursuant to that certain Receivables Purchase Agreement, dated as of September 21, 2001, by and among the SPC, as seller, T&B, as master servicer, Blue Ridge Asset Funding Corporation, as purchaser ("BLUE RIDGE") and the Securitization Agent (as the same may be amended, supplemented or otherwise modified from time to time, the "BLUE RIDGE FACILITY"), the SPC has sold an undivided percentage ownership in the Contributed Assets and has granted a first priority perfected security interest therein to the Securitization Agent (the "SECURITIZATION COLLATERAL"). Under the Blue Ridge Facility, the SPC, under certain circumstances, is required to repurchase Receivables for which it is deemed to have received a "Collection" as defined therein (together with the Related Security therefor, the "REPURCHASED ASSETS") and the Repurchased Assets are in turn reconveyed to T&B and become Reconveyed Assets. E. The parties are entering into this Agreement to set forth certain of their understandings with respect to the Securitization Collateral and the Bank Collateral. "BANK PRIORITY COLLATERAL" means all of the property in which the Bank Agent is now or hereafter granted a security interest, other than the Securitization Priority Collateral. "SECURITIZATION PRIORITY COLLATERAL" means all of the Subsidiary Receivables, Contributed Assets, Collections of such Subsidiary Receivables and Contributed Assets, each Lock -Box, each Collection Account, all Related Security, all other rights and payments relating thereto and all proceeds thereof, (as defined herein or in the Receivables Purchase Agreement), other than the Reconveyed Assets and the Repurchased Assets and the related security and proceeds thereof. ACCORDINGLY, IN CONSIDERATION OF THE FOREGOING AND THE MUTUAL COVENANTS HEREINAFTER SET FORTH, THE PARTIES HERETO AGREE AS FOLLOWS: SECTION 1. SECURITY INTERESTS. (a) Pursuant to the Security Agreement, T&B has granted a first priority perfected security interest in the Bank Collateral to the Bank Agent, for the benefit of the Lender Group (as defined in the Bank Facility). In accordance with the Security Agreement, the Bank Agent has agreed to release such portions of the Bank Collateral as may from time to time constitute Securitization Priority Collateral from the security interest granted to the Bank Agent. (b) Pursuant to the Receivables Contribution Agreement, T&B has transferred to the SPC all Contributed Assets. (c) Pursuant to the Blue Ridge Facility, the SPC has granted a first priority perfected security interest in the Securitization Priority Collateral to the Securitization Agent, for the benefit of the Secured Parties (as defined in the Blue Ridge Facility). 2

(d) Each of the parties hereto hereby acknowledges that the Securitization Agent, for the benefit of the Secured Parties, has a first priority perfected security interest in all of the Securitization Priority Collateral and agrees not to object or contest in any administrative, legal or equitable action or proceeding (including, without limitation, any insolvency, bankruptcy, receivership, liquidation, reorganization, winding up, readjustment, composition or other similar proceeding relating to T&B, OCAL, Inc., the SPC or their respective property) or object to or contest in any other manner the validity, priority or perfection of such security interest. The Bank Agent hereby expressly acknowledges that pursuant to the Security Agreement, the Bank Agent has released all Securitization Priority Collateral from the security interest of the Bank Agent; PROVIDED, however, at any time that any of the Securitization Priority Collateral becomes Repurchased Assets or Reconveyed Assets, then such assets shall no longer be deemed to be Securitization Priority Collateral, the security interest of the Bank Agent therein shall automatically reattach, and the Repurchased Assets or the Reconveyed Assets as the case may be shall be deemed to be Bank Priority Collateral. (e) Each of the parties hereto hereby acknowledges that the Bank Agent, for the benefit of the Lender Group has a first priority perfected security interest in all of the Bank Collateral and agrees not to object to or contest in any

(d) Each of the parties hereto hereby acknowledges that the Securitization Agent, for the benefit of the Secured Parties, has a first priority perfected security interest in all of the Securitization Priority Collateral and agrees not to object or contest in any administrative, legal or equitable action or proceeding (including, without limitation, any insolvency, bankruptcy, receivership, liquidation, reorganization, winding up, readjustment, composition or other similar proceeding relating to T&B, OCAL, Inc., the SPC or their respective property) or object to or contest in any other manner the validity, priority or perfection of such security interest. The Bank Agent hereby expressly acknowledges that pursuant to the Security Agreement, the Bank Agent has released all Securitization Priority Collateral from the security interest of the Bank Agent; PROVIDED, however, at any time that any of the Securitization Priority Collateral becomes Repurchased Assets or Reconveyed Assets, then such assets shall no longer be deemed to be Securitization Priority Collateral, the security interest of the Bank Agent therein shall automatically reattach, and the Repurchased Assets or the Reconveyed Assets as the case may be shall be deemed to be Bank Priority Collateral. (e) Each of the parties hereto hereby acknowledges that the Bank Agent, for the benefit of the Lender Group has a first priority perfected security interest in all of the Bank Collateral and agrees not to object to or contest in any administrative, legal or equitable action or proceeding (including, without limitation, any insolvency, bankruptcy, receivership, liquidation, reorganization, winding up, readjustment, composition or other similar proceeding relating to T&B, or its property) or object to or contest in any other manner the validity, priority or perfection of such security interest. (f) The Bank Agent hereby agrees, for the benefit of the Securitization Agent, for the benefit of the Secured Parties, that it will not amend, modify, restate or replace any provision of, or add any provision to, the Security Agreement or the Bank Facility which related directly and specifically to the Securitization Priority Collateral without the prior written consent of the Securitization Agent. (g) The Securitization Agent hereby agrees that, notwithstanding anything to the contrary contained in the documents and agreements relating to the Blue Ridge Facility, (i) T&B may pledge to the Bank Agent all of its right, title and interest in and to its equity interests in the SPC, together with all dividends and other rights relating thereto provided that the Securitization Agent shall have the right to review any such pledge agreement prior to its execution to confirm that the provisions of such pledge agreement are consistent with the provisions set forth in Exhibit A hereto and to require the parties thereto to make such changes as the Securitization Agent may require to make the provisions of such pledge agreement consistent with the provisions of Exhibit A hereof, (ii) T&B and each of its subsidiaries may grant to the Bank Agent a security interest in all personal property, including without limitation, inventory, equipment, Repurchased Assets, and Reconveyed Assets, but excluding all personal property constituting Securitization Priority Collateral, and (iii) the security interests granted under the Security Agreement, other than the Bank Accounts, as defined therein, and other than the collateral subject to the Release, as defined therein, and excluding all personal property constituting Securitization Priority Collateral may continue to secure the obligations of T&B to the Bank Agent. 3

SECTION 2. COOPERATION (a) In the event that the Securitization Agent shall be deemed to have a first priority perfected security interest in any of the Bank Priority Collateral at any time hereafter, the Securitization Agent shall (i) promptly notify all other parties to this Agreement and (ii) take any and all steps necessary to have such first priority perfected security interest released or assigned to the Bank Agent, on behalf of the banks party to the Security Agreement. (b) In the event that the Bank Agent shall be deemed to have a first priority perfected security interest in any of the Securitization Priority Collateral at any time hereafter, the Bank Agent shall (i) promptly notify all other parties to this Agreement and (ii) take any and all steps necessary to have such first priority perfected security interest released or assigned to the Securitization Agent. (c) Subject to the provisions of the Blue Ridge Facility that limit and/or restrict payments and/or distributions of funds, upon receipt of notice that the Bank Facility has become effective and written direction from T&B to do so (the "PAYMENT DIRECTION NOTICE"), all cash of SPC shall, pursuant to a cash management system instituted by T&B for itself and its Affiliates, be transferred to an account over which the Bank Agent maintains

SECTION 2. COOPERATION (a) In the event that the Securitization Agent shall be deemed to have a first priority perfected security interest in any of the Bank Priority Collateral at any time hereafter, the Securitization Agent shall (i) promptly notify all other parties to this Agreement and (ii) take any and all steps necessary to have such first priority perfected security interest released or assigned to the Bank Agent, on behalf of the banks party to the Security Agreement. (b) In the event that the Bank Agent shall be deemed to have a first priority perfected security interest in any of the Securitization Priority Collateral at any time hereafter, the Bank Agent shall (i) promptly notify all other parties to this Agreement and (ii) take any and all steps necessary to have such first priority perfected security interest released or assigned to the Securitization Agent. (c) Subject to the provisions of the Blue Ridge Facility that limit and/or restrict payments and/or distributions of funds, upon receipt of notice that the Bank Facility has become effective and written direction from T&B to do so (the "PAYMENT DIRECTION NOTICE"), all cash of SPC shall, pursuant to a cash management system instituted by T&B for itself and its Affiliates, be transferred to an account over which the Bank Agent maintains control; provided, however, the Bank Agent agrees that its interest in any and all such funds not constituting T&B Cash Assets (as defined below) shall be subject to the prior interest of the Securitization Agent and, in furtherance thereof, the Bank Agent agrees that it shall act as bailee of the Securitization Agent with respect to any such cash or other proceeds thereof at any time on deposit in any such account. Each of the Securitization Agent and the Bank Agent agrees to enter into such further written agreement or agreements as may be reasonably necessary to evidence the foregoing. Payments or distributions of funds representing (i) cash distributed, if any, by SPC to T&B as a return on T&B's investment in the SPC whether by dividend or otherwise, (ii) the compensation for servicing provided by the T&B to the SPC and (iii) collections or proceeds of any Repurchased Assets or Reconveyed Assets (collectively, items described in clauses (i) through (iii) being the "T&B CASH ASSETS") shall also be transferred to an account over which the Bank Agent maintains control, and in such cases, the proviso in the first sentence of this Section 2(c) shall not apply. T&B acknowledges and agrees that so long as the Bank Facility remains in effect, the Payment Direction Notice may not be changed or amended without the prior written consent of the Bank Agent. (d) The Securitization Agent shall, and shall cause the Master Servicer to hold in trust for the Bank Agent, all Collections with respect to Repurchased Assets and Reconveyed Assets and to remit all such Collections in accordance with the provisions of subsection (c) above. 4

SECTION 3. REPRESENTATIONS. Each of the parties hereto represents and warrants to the other parties that (a) its execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate proceedings, (b) the execution, delivery and performance by it of this Agreement is within its corporate powers and does not conflict with its charter, by-laws or operating agreement or with any law, rule, regulation, writ or order binding upon it or its properties, and (c) this Agreement constitutes its legally valid and enforceable obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or by general principles of equity. SECTION 4. NOTICES. All notices required to be given hereunder shall be given by telephone promptly confirmed in writing by facsimile, and shall be effective when received at the address set forth on the signature pages hereof. Any party may change its address for notice by written notice to the other parties hereto. SECTION 5. NO PROCEEDINGS. Each of the parties hereto (other than the Administrator with respect to the SPC) agrees that it will not institute against the SPC or Blue Ridge (each, a "PROTECTED PARTY"), or join any person in instituting against any

SECTION 3. REPRESENTATIONS. Each of the parties hereto represents and warrants to the other parties that (a) its execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate proceedings, (b) the execution, delivery and performance by it of this Agreement is within its corporate powers and does not conflict with its charter, by-laws or operating agreement or with any law, rule, regulation, writ or order binding upon it or its properties, and (c) this Agreement constitutes its legally valid and enforceable obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally or by general principles of equity. SECTION 4. NOTICES. All notices required to be given hereunder shall be given by telephone promptly confirmed in writing by facsimile, and shall be effective when received at the address set forth on the signature pages hereof. Any party may change its address for notice by written notice to the other parties hereto. SECTION 5. NO PROCEEDINGS. Each of the parties hereto (other than the Administrator with respect to the SPC) agrees that it will not institute against the SPC or Blue Ridge (each, a "PROTECTED PARTY"), or join any person in instituting against any Protected Party, any case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law now or hereafter in effect so long as one year and one day shall not have elapsed since the payment in full of, (a) in the case of Blue Ridge, any commercial paper notes or other indebtedness issued by such Protected Party and (b) in the case of the SPC, payment in full of its obligations in respect of the Blue Ridge Facility. SECTION 6. MISCELLANEOUS. (a) AMENDMENTS, ETC. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any party herefrom, shall in any event be effective unless the same shall be in writing and signed by all of the parties hereto, and, in the case of a waiver, shall be effective only in the specific instance and for the specific purpose for which given. (b) BINDING EFFECT. This Agreement shall become effective when it shall have been executed and delivered by each of the parties hereto and thereafter shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 5

(c) GOVERNING LAW; JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES HERETO HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. (d) EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. (e) WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE

(c) GOVERNING LAW; JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES HERETO HEREBY AGREES TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. (d) EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. (e) WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY. [remainder of page intentionally left blank] 6

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. WACHOVIA BANK, N.A., as Securitization Agent for the Blue Ridge Facility
By: /s/ Kenny Karpowicz -------------------------------------Name: Kenny Karpowicz Title: Vice President

Wachovia Bank, N.A. 191 Peachtree Street Atlanta, GA 30303 Attn: Adrian Jordan Telephone: (404) 332-4049 Facsimile: (404) 332-5152 WACHOVIA BANK, N.A., as Individually and as Securitization Agent for the Bank Facility
By: /s/ W. Adrian Jordan -------------------------------------Name: W. Adrian Jordan Title: Senior Vice President

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written. WACHOVIA BANK, N.A., as Securitization Agent for the Blue Ridge Facility
By: /s/ Kenny Karpowicz -------------------------------------Name: Kenny Karpowicz Title: Vice President

Wachovia Bank, N.A. 191 Peachtree Street Atlanta, GA 30303 Attn: Adrian Jordan Telephone: (404) 332-4049 Facsimile: (404) 332-5152 WACHOVIA BANK, N.A., as Individually and as Securitization Agent for the Bank Facility
By: /s/ W. Adrian Jordan -------------------------------------Name: W. Adrian Jordan Title: Senior Vice President

Wachovia Bank, N.A. 191 Peachtree Street Atlanta, GA 30303 Attn: Telephone: Facsimile:

THOMAS & BETTS CORPORATION
By: /s/ Thomas C. Oviatt -------------------------------------Name: Thomas C. Oviatt Title: Treasurer

with a copy to: Thomas & Betts Corporation Attn: Vice President - General Counsel 8155 T& B Boulevard Memphis, TN 38125 Facsimile: (901) 252-1372 TBSPV, INC.
By: /s/ Thomas C. Oviatt

THOMAS & BETTS CORPORATION
By: /s/ Thomas C. Oviatt -------------------------------------Name: Thomas C. Oviatt Title: Treasurer

with a copy to: Thomas & Betts Corporation Attn: Vice President - General Counsel 8155 T& B Boulevard Memphis, TN 38125 Facsimile: (901) 252-1372 TBSPV, INC.
By: /s/ Thomas C. Oviatt -------------------------------------Name: Thomas C. Oviatt Title: Treasurer

8155 T&B Boulevard Memphis, TN 38125 Telephone: (901) 252-5942 Facsimile: (901) 252-1372 with a copy to: Thomas & Betts Corporation Attn: Vice President - General Counsel 8155 T& B Boulevard Memphis, TN 38125 Facsimile: (901) 252-1372

EXHIBIT A PROVISIONS TO BE INCLUDED IN PLEDGE AGREEMENT Section __ STOCK OF TBSPV, INC.; LIMITATION ON ACTIONS. The parties hereto acknowledge that the pledge hereunder of the capital stock ("TBSPV STOCK") of TBPSV, Inc. ("TBSPV") is prohibited by the terms of that certain Receivables Purchase Agreement dated as of September 21, 2001 (the "PURCHASE AGREEMENT") among TBSPV, as Seller, Thomas & Betts Corporation, as Master Servicer, Blue Ridge Asset Funding Corporation, as Purchaser and Wachovia Bank, N.A., as Securitization Agent (the "SECURITIZATION AGENT"), as the same may be amended, supplemented, restated or otherwise modified from time to time. To induce Blue Ridge and the Securitization Agent to permit the pledge of the TBSPV Stock, the parties hereto agree to the following limitations. (a) Anything herein or the Security Agreement to the contrary notwithstanding: (i) Prior to the date that is one year and one day after the Final Payout Date (as defined in the Purchase Agreement), the [COLLATERAL AGENT], for itself and for the [AGENT] and the Lenders, agrees that, upon exercising its rights with respect to the TBSPV Stock, it will not, without the prior written consent of the Securitization Agent, take any action adverse to the interests of Blue Ridge and/or the Securitization Agent, including, without limitation, (A) causing TBSPV to violate or breach any term or provision in any Transaction Documents (as

EXHIBIT A PROVISIONS TO BE INCLUDED IN PLEDGE AGREEMENT Section __ STOCK OF TBSPV, INC.; LIMITATION ON ACTIONS. The parties hereto acknowledge that the pledge hereunder of the capital stock ("TBSPV STOCK") of TBPSV, Inc. ("TBSPV") is prohibited by the terms of that certain Receivables Purchase Agreement dated as of September 21, 2001 (the "PURCHASE AGREEMENT") among TBSPV, as Seller, Thomas & Betts Corporation, as Master Servicer, Blue Ridge Asset Funding Corporation, as Purchaser and Wachovia Bank, N.A., as Securitization Agent (the "SECURITIZATION AGENT"), as the same may be amended, supplemented, restated or otherwise modified from time to time. To induce Blue Ridge and the Securitization Agent to permit the pledge of the TBSPV Stock, the parties hereto agree to the following limitations. (a) Anything herein or the Security Agreement to the contrary notwithstanding: (i) Prior to the date that is one year and one day after the Final Payout Date (as defined in the Purchase Agreement), the [COLLATERAL AGENT], for itself and for the [AGENT] and the Lenders, agrees that, upon exercising its rights with respect to the TBSPV Stock, it will not, without the prior written consent of the Securitization Agent, take any action adverse to the interests of Blue Ridge and/or the Securitization Agent, including, without limitation, (A) causing TBSPV to violate or breach any term or provision in any Transaction Documents (as defined in the Purchase Agreement), (B) amending or altering any of TBSPV's organizational documents, or (C) causing TBSPV to incur any debt, other than, in each case, as may be allowed in the Transaction Documents; PROVIDED, that any prepayment or termination of the Purchase Agreement in accordance with the terms of the Transaction Documents (as defined in the Purchase Agreement) shall not be deemed adverse to the interests of Blue Ridge and/or the Securitization Agent; (ii) Prior to the Final Payout Date, (A) in the event that the [COLLATERAL AGENT] receives any payments or funds constituting Securitization Priority Collateral (as defined in the Intercreditor Agreement dated as of September 21, 2001 by and among the Securitization Agent, the Bank Agent, TBSPV and Thomas & Betts Corporation, the [COLLATERAL AGENT] shall hold such payments or funds in trust for the benefit of the Securitization Agent, and shall promptly transfer such payments or funds to the Securitization Agent and (B) the [COLLATERAL AGENT], for itself and for the [AGENT] and the Lenders, agrees that, upon exercising its rights with respect to the TBSPV Stock, it will not, without the prior written consent of the Securitization Agent make any dividends or distributions on such Pledged Collateral;

(iii) Prior to the Final Payout Date, (A) this Section __ shall not be amended, modified or supplemented without the prior written consent of the Securitization Agent, which consent shall be at the sole discretion of the Securitization Agent, and the provisions of this Section __ shall be contained in any agreement that amends and restates this Agreement and (B) the Lenders and the [Agent] agree that no such party shall enter into any additional agreement that would adversely affect the rights of the Securitization Agent set forth in Section [_](a) hereof; and (iv) Prior to the date that is one year and one day after the Final Payout Date (as defined in the Purchase Agreement), neither the [COLLATERAL AGENT], [AGENT] nor any Lender shall object to or contest in any administrative, legal or equitable action or proceeding (including, without limitation, any insolvency, bankruptcy, receivership, liquidation, reorganization, winding up, readjustment, composition or other similar proceeding relating to T&B or TBSPV or their respective property) or object to or contest in any other manner (1) the interests of TBSPV and its successors and assigns in any of the assets transferred by Thomas & Betts Corporation to TBSPV pursuant to the Transaction Documents and/or (2) the interests of the Securitization Agent, the Purchaser and/or any Liquidity Bank (as defined in the Purchase Agreement) in the Securitization Priority Collateral. Neither the [COLLATERAL AGENT], [AGENT] nor any Lender shall object to or contest in any manner the receipt of any payment by the Securitization Agent, the Purchaser and/or any Liquidity Bank with respect to the Securitization Priority Collateral in accordance with the terms of the Transaction Documents

(iii) Prior to the Final Payout Date, (A) this Section __ shall not be amended, modified or supplemented without the prior written consent of the Securitization Agent, which consent shall be at the sole discretion of the Securitization Agent, and the provisions of this Section __ shall be contained in any agreement that amends and restates this Agreement and (B) the Lenders and the [Agent] agree that no such party shall enter into any additional agreement that would adversely affect the rights of the Securitization Agent set forth in Section [_](a) hereof; and (iv) Prior to the date that is one year and one day after the Final Payout Date (as defined in the Purchase Agreement), neither the [COLLATERAL AGENT], [AGENT] nor any Lender shall object to or contest in any administrative, legal or equitable action or proceeding (including, without limitation, any insolvency, bankruptcy, receivership, liquidation, reorganization, winding up, readjustment, composition or other similar proceeding relating to T&B or TBSPV or their respective property) or object to or contest in any other manner (1) the interests of TBSPV and its successors and assigns in any of the assets transferred by Thomas & Betts Corporation to TBSPV pursuant to the Transaction Documents and/or (2) the interests of the Securitization Agent, the Purchaser and/or any Liquidity Bank (as defined in the Purchase Agreement) in the Securitization Priority Collateral. Neither the [COLLATERAL AGENT], [AGENT] nor any Lender shall object to or contest in any manner the receipt of any payment by the Securitization Agent, the Purchaser and/or any Liquidity Bank with respect to the Securitization Priority Collateral in accordance with the terms of the Transaction Documents for the satisfaction of the Aggregate Unpaids. The provisions of this Section __ shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the Aggregate Unpaids (as defined in the Purchase Agreement) is rescinded or must otherwise be returned by the Securitization Agent or the Purchaser (as such term is defined in the Purchase Agreement) upon the insolvency, bankruptcy or reorganization of Thomas & Betts Corporation or TBSPV or otherwise, all as though such payment had not been made; (b) The Securitization Agent shall be a third-party beneficiary with respect to this Section __. (c) The provisions of this Section __ provide for relative rights of the Collateral Agent and the Securitization Agent for the benefit of the Secured Parties (as defined in the Transaction Documents) and are not intended for the benefit of Thomas & Betts Corporation, nor shall such provisions limit or modify the obligations of Thomas & Betts Corporation under the Loan Documents and the Transaction Documents, respectively.

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EXHIBIT 12 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (IN THOUSANDS)
Nine Months Ended

Years Ended      December 31, 2000       January 2, 2000    January 3, 1999    December 28, 1997    December 29, 1996  

  
  

   September 30, 2001   

Earnings (loss) from continuing operations before income taxes Add:

   $         

(66,141) $         

(272,230) $         

77,886   $         

66,980   $         

153,095   $         

128,844     

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EXHIBIT 12 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (IN THOUSANDS)
Nine Months Ended

Years Ended      December 31, 2000       January 2, 2000    January 3, 1999    December 28, 1997    December 29, 1996  

  
  

   September 30, 2001   

Earnings (loss) from continuing operations before income taxes Add: Interest on    indebtedness Amortization of debt    expense Portion of rents representative of the    interest factor

   $                     

(66,141) $          35,827      1,218     

(272,230) $          55,191      907     

77,886   $          52,876      729     

66,980   $          44,766      239     

153,095   $          41,270      610     

128,844      38,219   1,335  

     

8,076              

10,026              

10,484              

8,166              

8,890              

8,731     

Deduct:          Undistributed earnings from unconsolidated    companies            

(537)       (21,557) $             35,827      1,218     

(8,863)       (214,969) $             55,191      907     

(15,386)       126,589   $             52,876      729     

(9,674)       110,477   $             44,766      239     

(11,278)       192,587   $             41,270      610     

(4,217)    172,912         38,219   1,335  

   Earnings
   Fixed charges: Interest on    indebtedness Amortization of debt    expense Portion of rents representative of the interest factor

   $                        

  

   Total fixed charges    Ratio of earnings to fixed charges   

            $            

8,076         45,121   $    —(a)     

10,026         66,124   $    —(b)     

10,484         64,089   $    2.0x        

8,166         53,171   $    2.1x        

8,890         50,770   $    3.8x        

8,731      48,285      3.6x     

(a) Earnings were insufficient to cover fixed charges for the nine months ended September 30, 2001 by $66,678.  (b) Earnings were insufficient to cover fixed charges for the year ended December 31, 2000 by $281,093. 

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EXHIBIT 12


								
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