Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On June 3, 2009, the Board of Directors of Thomas & Betts Corporation adopted amendments to the Company's Bylaws (the" Bylaws").

The Board adopted additional advance-notice requirements for shareholder-sponsored proposals, and to expand the disclosures that shareholders must make when submitting proposals, including director nominations. Revised Article 1, Section 9 of the Bylaws governs the notice requirements for proposals at shareholder meetings. Among other things, the amendments require: additional days of advance notice; a description of the subject and reason for bringing the proposal as business at the meeting; information regarding the sponsor's identity and shareholder status, including contingent and indirect ownership interests; and, a description of any agreement made with others acting in concert with respect to the proposal. If the shareholder proposal includes a director nomination, the shareholder must supply specific information regarding the candidate at the request of the Board, and the candidate must supply certain representations to the Company. Additional amendments and conforming changes were made that do not materially affect the substance of the Bylaws.

The Amended and Restated Bylaws are attached as Exhibit 3.1 to this Current Report on Form 8-K, and are incorporated herein by reference.

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