EXHIBIT 99.2

                           THOMAS & BETTS CORPORATION

                                 CHARTER OF THE
                       NOMINATING AND GOVERNANCE COMMITTEE

           (As adopted by the Board of Directors on February 4, 2004)


I. PURPOSE

         The Nominating and Governance Committee (the "Committee") is appointed
by the Board of Directors of Thomas & Betts Corporation (the "Company") to
assist the Board of Directors of the Company (the "Board") in fulfilling its
responsibility to the Company's shareholders relating to the selection and
nomination of persons to serve on the Board and the other governance-related
matters set forth in this Charter.

         The Company shall provide the Committee with all of the resources, both
internal and external, which the Committee deems necessary or advisable to meet
its duties and responsibilities and carry out its function. Without limiting the
foregoing, the Committee shall have sole authority to retain and terminate any
search firm or other consulting firm to be used to identify candidates for the
Board and to assist in the evaluation of director compensation, including sole
authority to approve such firms' fees and other retention terms.

II. COMPOSITION AND MEETINGS

         The Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be independent directors as set
forth in the applicable rules of the New York Stock Exchange and shall meet the
requirements of a "non-employee director" for purposes of Section 16 of the
Securities Exchange Act of 1934, as amended.

         Committee members shall be appointed by the Board, shall serve at the
will of the Board, and may be removed with or without cause by the affirmative
vote of a majority of the members of the Board. If a Committee Chair is not
designated or present at a meeting, the members of the Committee may designate a
Chair for such meeting by majority vote. The Committee may delegate its duties
to one or more subcommittees consisting of Committee members.

         Regular meetings of the Committee will be at such times during the year
as approved by the Committee but no less frequently than once a year. Meetings
with members of management and with independent advisors may be scheduled at the
request of the Committee. Special meetings may be called and held subject to the
Company's By-laws.

         The Committee Chair will regularly report the Committee's activities to
the Board.

III. DUTIES AND RESPONSIBILITIES

         The Committee shall have the following duties and responsibilities:

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         1.       Identify individuals who are qualified to become members of
                  the Board, consistent with the criteria approved by the Board.

         2.       Consider recommendations by non-member directors,
                  shareholders, management and employees for candidates for
                  nomination and renomination as directors in accordance with
                  guidelines developed by the Committee.

         3.       Recommend to the Board a slate of nominees to be proposed for
                  election to the Board by shareholders at annual meetings.

         4.       Recommend individuals to fill any vacancies created on the
                  Board.

         5.       Make recommendations to the Board regarding the size and
                  composition of the Board, the particular qualifications and
                  experience that might be sought in Board nominees, and assess
                  whether the qualifications and experience of candidates for
                  nomination and renomination to the Board meet the then current
                  needs of the Board.

         6.       Review and make recommendations to the Board regarding the
                  composition, duties and responsibilities of various committees
                  of the Board.

         7.       Oversee the annual evaluation of the Board and of management
                  of the Company.

         8.       Review and establish the compensation of non-employee members
                  of the Board.

         9.       Develop, review and evaluate the Company's governance policies
                  and practices, including its governance guidelines and
                  recommend any proposed changes to the Board.

         10.      Perform an annual performance evaluation of the Committee.


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