EXHIBIT 10.14

BELDEN WIRE & CABLE COMPANY

SUPPLEMENTAL EXCESS DEFINED BENEFIT PLAN

(RESTATED EFFECTIVE JANUARY 1, 1998)

BELDEN WIRE & CABLE COMPANY

SUPPLEMENTAL EXCESS DEFINED BENEFIT PLAN

TABLE OF CONTENTS

                                                                                                            Page
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ARTICLE I                  PREAMBLES
                           Section 1.1      Establishment of Plan                                            1
                           Section 1.2      Purpose                                                          1
                           Section 1.3      Interpretation and Governing Law                                 1

ARTICLE II                 DEFINITIONS                                                                       2

ARTICLE III                ELIGIBILITY TO PARTICIPATE

                           Section 3.1      Participation and Eligibility Requirements                       5
                           Section 3.2      Determination of Eligibility                                     5
                           Section 3.3      Termination of Participation                                     6

ARTICLE IV                 BENEFITS UPON RETIREMENT

                           Section 4.1      Retirement Benefits                                              7
                           Section 4.2      Death Benefits                                                   7
                           Section 4.3      Vesting Upon Termination of Employment                           8
                           Section 4.4      Long Term Disability Benefits                                    8

ARTICLE V                  DISTRIBUTION OF BENEFITS

                           Section 5.1      Form of Benefits                                                 9
                           Section 5.2      Time of Benefit Payments                                         9

ARTICLE VI                 FUNDING

                           Section 6.1      Funding of the Plan                                             10
                           Section 6.2      Right to Assets                                                 10
                           Section 6.3      No Guarantee of Benefits                                        10
                           Section 6.4      Change of Control                                               10

ARTICLE VII                AMENDMENT OR TERMINATION OF THE PLAN

                           Section 7.1      Amendment or Termination                                        12
                           Section 7.2      Effect of Amendment or Termination                              12
                           Section 7.3      Adoption by Subsidiaries                                        12

ARTICLE VIII               PLAN ADMINISTRATOR

                           Section 8.1      Appointment                                                     13
                           Section 8.2      Authority                                                       13
                           Section 8.3      Indemnification                                                 13

                                                                                                            Page
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ARTICLE IX                 CLAIMS FOR BENEFITS

                           Section 9.1      Submission of Claims                                            14
                           Section 9.2      Denial of Claims                                                14
                           Section 9.3      Review of Denied Claims                                         14

ARTICLE X                  MISCELLANEOUS PROVISIONS

                           Section 10.1     Participant's Rights                                            15
                           Section 10.2     Information to be Furnished                                     15
                           Section 10.3     Alienation                                                      15
                           Section 10.4     Construction                                                    15
                           Section 10.5     Severability                                                    16
                           Section 10.6     Liability                                                       16

ARTICLE I

PREAMBLES

SECTION 1.1 ESTABLISHMENT OF PLAN

Effective August 1, 1993, Belden Wire & Cable Company ("Company") established the Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan as an unfunded program of deferred compensation for highly compensated employees and their Beneficiaries.

SECTION 1.2 PURPOSE

The Plan was adopted to ensure the overall effectiveness of the Company's compensation program in attracting, retaining and motivating qualified senior management and highly compensated employees. This Plan will provide for payment of benefits that will supplement the benefits otherwise provided by the Belden Wire & Cable Company Pension Plan ("Pension Plan") as amended from time to time (and any tax-qualified plan adopted as a successor to the Pension Plan).

This Plan shall be binding on the Company and any successor company into which or with which the Company or any constituent part thereto may be merged or consolidated, or to which the Company or any constituent part thereof may sell or distribute by way of liquidation or otherwise any or all of its assets.

SECTION 1.3 INTERPRETATION AND GOVERNING LAW

This Plan is intended to constitute an unfunded program maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees consistent with the requirements of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974 ("ERISA").

ARTICLE II

DEFINITIONS

2.1 "BENEFICIARY" OR "BENEFICIARIES" means the person or persons designated or deemed designated, pursuant to the provisions of the Pension Plan to receive or continue to receive benefits upon the death of a Participant.

2.2 "CHANGE OF CONTROL" means

(A) the purchase or other acquisition by any person, entity or group, within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, or any comparable successor provisions, of beneficial ownership of thirty percent (30%) or more of either the outstanding shares of common stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally,

(B) at any time a majority of the Board of Directors of the Company is comprised of persons other than Continuing Directors (for purposes of this subsection (B), Continuing Directors shall mean a member of the Board of Directors who was either (i) first elected or appointed to the Board prior to the date of this Plan; or (ii) subsequently elected or appointed to the Board by a majority of the then Continuing Directors),

(C) any reorganization or recapitalization of the Company which would result in a Change of Control, or

(D) a liquidation or dissolution of the Company or the sale of all or substantially all of the Company's assets.

2.3 "CODE" means the Internal Revenue Code of 1986, as amended from time to time.

2.4 "COMPANY" means Belden Wire & Cable Company.

2.5 "DEFERRAL PLAN" means the Belden Wire & Cable Company Management Incentive Compensation Deferral Plan.

2.6 "EFFECTIVE DATE" means August 1, 1993.

2.7 "EMPLOYEE" means any person employed by the Employer who is covered under the terms of the Pension Plan and who is a member of a select group of management or is a highly compensated employee as specifically designated by the Company in its sole discretion.

2.8 "EMPLOYER" means Belden Wire & Cable Company, Belden Communications Company, Belden Technologies, Inc. and such other entity that may adopt this Plan pursuant to Section 7.3 of Article VII.

2.9 "PARTICIPANT" means an Employee who has met the eligibility conditions of Article III and is selected by the Company to participate under this Plan.

2.10 "PENSION PLAN" means the Belden Wire & Cable Company Pension Plan.

2.11 "PLAN" means the Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan.

2.12 "PLAN ADMINISTRATOR" means the person or persons appointed to administer the Plan in accordance with Article VII of the Plan.

2.13 "PLAN YEAR" means the twelve (12) month period beginning January 1 and ending the following December 31.

2.14 "PRIOR PLAN" means the Cooper Industries, Inc. Supplemental Excess Defined Benefit Plan.

2.15 "TRUST" means the Trust Agreement between Belden Wire & Cable Company and Banker's Trust Company effective January 1, 1998 and any successor agreement thereto. Such Trust constitutes an unfunded arrangement and will not affect the status of the Plan as an unfunded plan for purposes of Title I of ERISA.

Other terms used herein but not defined shall have the same meaning as defined in the Pension Plan. The masculine gender shall include both sexes; the singular shall include the plural and the plural the singular, unless the context otherwise requires.

ARTICLE III

ELIGIBILITY TO PARTICIPATE

SECTION 3.1 PARTICIPATION AND ELIGIBILITY REQUIREMENTS

Each Employee of the Employer who is selected by the Plan Administrator with approval from the Chief Executive Officer, as designated in writing, shall become a Participant hereunder on the date designated by the Company coincident with the date he meets the eligibility requirements of (A) or (B) below.

(A) Each management or highly compensated employee, so selected, who has met the eligibility requirements of the Pension Plan and whose benefits under the Pension Plan are limited due to Code Section 401(a)(17) and/or Code
Section 415.

(B) Any select management or highly compensated employee of Cooper Industries, Inc. who

(i) is designated as a Participant in the Plan by the Plans Administration Committee of Cooper Industries, Inc. and the Company with respect to the period prior to the consummation of the initial public offering of the common stock of Belden, Inc., or

(ii) was eligible to participate in the Prior Plan on the day before the Effective Date and who had terminated employment with a Belden Division facility that became part of the Company on the Effective Date, shall become a Participant in the Plan.

SECTION 3.2 DETERMINATION OF ELIGIBILITY

The eligibility of each Employee to become a Participant under the Plan shall be determined by the Plan Administrator with approval from the Chief Executive Officer, such decision of which shall be final and binding upon all persons with an interest under the Plan.

Except as specifically herein provided to the contrary, the rights of any former Participant who terminated employment with the Employer prior to August 1, 1993 shall be determined without regard to the provisions of this Plan. The benefit payable to a Participant who retired or terminated employment prior to January 1, 1998 shall be an amount determined in accordance with the provisions of the Plan as in effect at the time of such retirement or termination of employment.

SECTION 3.3 TERMINATION OF PARTICIPATION

A Participant shall cease to be a Participant under the Plan if he is no longer determined to be a highly compensated Employee, a member of a select group of management, or is no longer determined to be a Participant by the Plan Administrator with approval from the Chief Executive Officer. Any Participant who terminated employment and who is rehired by the Employer may, upon his return to service, become a Participant again if and when such former Participant meets the eligibility requirements of Section 3.1 of the Plan. If a Participant ceases to be a Participant in the Pension Plan, he shall cease to be a Participant under this Plan on the date he ceases to be a Participant in the Pension Plan.

Upon a termination of participation, a Participant shall be eligible to receive any benefit payable under the Plan upon his termination of employment at the time specified pursuant to Article V, Section 5.2.

ARTICLE IV

BENEFITS UPON RETIREMENT, DEATH,

DISABILITY OR TERMINATION OF EMPLOYMENT

SECTION 4.1 RETIREMENT BENEFITS

The benefit payable to a Participant under the Plan shall be an amount equal to the benefit which would be payable to or on behalf of the Participant under the Pension Plan if

(A) the provisions of the Pension Plan providing for the limitation of compensation and benefits in accordance with Code Section 401(a)(17) and/or Code Section 415 were inapplicable, less the benefit actually payable to or on behalf of the Participant under the Pension Plan taking into account the limitations on compensation and benefits in accordance with Code Section 401(a)(17) and Code Section 415; or

(B) the Participant had not deferred any compensation under the Deferral Plan (and prior to the Effective Date, under the Cooper Industries, Inc. Management Incentive Compensation Deferral Plan) which would have been considered as compensation for benefit accrual purposes under such plan and was not so considered due to such deferral.

SECTION 4.2 DEATH BENEFITS

In the event a Participant dies before his interest under the Plan has been distributed to him in full, any remaining interest, or portion thereof, shall be determined pursuant to Section 4.1 and distributed to his Beneficiary who shall be the person designated as his beneficiary under the Pension Plan. Such benefit shall be payable in a lump sum equal to the death benefit payable under the Pension Plan, determined as if the provisions of the Pension Plan providing for the limitation of compensation and benefits in accordance with Code Section 401(a)(17) and/or Code Section 415 were inapplicable, less the lump sum death benefit actually payable under the Pension Plan taking into account the limitations on compensation and benefits in accordance with Code Section 401(a)(17) and Code Section 415.

SECTION 4.3 VESTING UPON TERMINATION OF EMPLOYMENT

A Participant who terminates employment, shall be eligible to receive a benefit in accordance with Section 4.1 of the Plan subject to the vesting schedule and provisions as determined in accordance with the procedures and provisions under the Pension Plan.

SECTION 4.4 LONG TERM DISABILITY BENEFITS

Long Term Disability Benefits are not payable hereunder. However, a Participant who qualifies for Long Term Disability under the Pension Plan shall receive Pay and Interest Credits, as defined in the Section 7.08(g) of the Pension Plan, for the duration of the Long Term Disability Benefits. Such Pay and Interest Credits shall be based on pay not taken into account under Section 7.06 of the Pension Plan due to statutory limitations and shall also include an amount equal to the annual average of such Participant's last three annual bonuses received immediately prior to qualification for Long Term Disability Benefits under the Pension Plan.

ARTICLE V

DISTRIBUTION OF BENEFITS

SECTION 5.1 FORM OF BENEFITS

Effective January 1, 1998, the benefits payable to or on behalf of a Participant as determined under Section 4.1 of Article IV who has not yet attained age 55 shall be paid in the form of a lump sum equal to the Participant's benefits determined hereunder. In the event the Participant is age 55 at termination of employment, the benefits payable to the Participant shall be payable in the same form of payment as elected under the Pension Plan.

The amount and computation of any form of payment hereunder shall be determined in accordance with the procedures and provisions under the Pension Plan in effect on the Participant's benefit commencement date.

SECTION 5.2 TIME OF BENEFIT PAYMENTS

The benefits payable to or on behalf of a Participant as determined under
Section 4.1 or Section 4.2 of Article IV who has not yet attained age 55 shall be paid as soon as administratively feasible after termination of employment. In the event the Participant is age 55 at the time his employment terminates, the benefits payable to, or on behalf of, such Participant shall be paid coincident with the date benefits are paid under the Pension Plan.

ARTICLE VI

FUNDING

SECTION 6.1 FUNDING OF THE PLAN

The Plan, at all times, shall be entirely unfunded and shall constitute merely the unsecured promise of the Company to make the payments as provided for in the Plan. No Participant nor any other person shall have, by reason of this Plan, any rights, title or interest of any kind in or to any property of the Company, nor any beneficial interest in any trust which may be established by the Company in connection with this Plan nor any guarantee that assets of the Company will be sufficient to pay benefits under this Plan. If the Company transfers any property to the Trust in connection with this Plan, such Trust shall not be held for the exclusive benefit of the Participants and any assets held in such Trust shall be subject to the claims of the Company's general creditors in the event of the Company's insolvency.

SECTION 6.2 RIGHT TO ASSETS

The rights of the Participant or any Beneficiary of a Participant shall be those of an unsecured creditor. Any insurance policy or other asset acquired by the Employer shall be deemed to not be held in trust for the benefit of the Participant or to be collateral security for the performance of the obligations of the Company, but shall remain a general, unpledged, and unrestricted asset of the Company.

SECTION 6.3 NO GUARANTEE OF BENEFITS

Nothing contained in this Plan shall constitute a guarantee by the Company or any other entity or person, that the assets of the Company will be sufficient to pay the benefits hereunder.

SECTION 6.4 CHANGE OF CONTROL

The occurrence of a Change in Control shall be determined finally and conclusively by the Plan Administrator and shall be evidenced by a letter signed by the duly appointed representative of the Plan Administrator, delivered to the Chief Executive Officer and the trustee, if any. If the Plan Administrator fails to act, the Chief Executive Officer or the trustee, if any, shall make and give notice of the determination of a Change in Control.

If a Change in Control occurs, failure of the Plan Administrator, the Chief Executive Officer or the trustee, if any to take the action required in the preceding paragraph shall not affect in any manner the obligation of the Company or the full right, title, and interest of each Participant under this Plan to receive from the Company the full amount of the benefit payable hereunder and the entitlement of each Participant to receive such benefit from the Company shall be valid and enforceable by each Participant in any state or federal court of competent jurisdiction.

In the event of a Change of Control, the Company shall make, within thirty (30) days of such change, an irrevocable contribution to the Plan in an amount that is sufficient to pay all Plan Participants and their Beneficiaries the aggregate benefits to which they would be entitled pursuant to the terms of the Plan as of the date of the Change of Control (whether or not they are then entitled to receive such benefits), and shall thereafter make further irrevocable contributions to the trust on a current basis as, and in the amount that, such benefits accrue.

A Participant shall become 100% vested in the benefit payable under this Plan upon a Change of Control.

ARTICLE VII

AMENDMENT OR TERMINATION OF THE PLAN

SECTION 7.1 AMENDMENT OR TERMINATION

The Company acting through its Board of Directors reserves and shall have the right at any time to modify, amend, or terminate in whole, or in part, any or all provisions of the Plan at any time.

SECTION 7.2 EFFECT OF AMENDMENT OR TERMINATION

No amendment or termination of the Plan shall directly or indirectly deprive any current or former Participant or Beneficiary of all or any portion of any benefit payment that commenced prior to the effective date of such amendment or termination.

SECTION 7.3 ADOPTION BY SUBSIDIARIES

Any subsidiary of the Company which at the time is not an Employer may, with the consent of the Company, adopt the Plan and become an Employer hereunder by causing an appropriate written instrument evidencing such adoption to be executed pursuant to the authority of its Board of Directors and filed with the Company.

ARTICLE VIII

PLAN ADMINISTRATOR

SECTION 8.1 APPOINTMENT

The Board of Directors shall appoint a Plan Administrator. Any person including, but not limited to, the Employer or Employees of the Employer, shall be eligible to serve as Plan Administrator.

SECTION 8.2 AUTHORITY

The primary responsibility of the Plan Administrator is to administer the Plan, subject to the specific terms of the Plan. The Plan Administrator shall have the discretionary authority to determine all questions related to eligibility for benefits and to construe the terms and conditions of the Plan. Any determination by the Plan Administrator shall be conclusive and binding upon all persons. The Plan Administrator may establish procedures, correct any defect, supply any information, or reconcile any inconsistency in such a manner and to such extent as shall be deemed necessary or advisable to carry out the purpose of the Plan. Any rules, regulations or procedures that may be necessary for the proper administration or functioning of this Plan that are not covered in this Plan shall be promulgated and adopted by the Plan Administrator.

The Plan Administrator may delegate any of its powers, authorities, or responsibilities for the operation and administration of the Plan to any person or committee so designated in writing by it and may employ such attorneys, agents, and accountants as it may deem necessary or advisable to assist it in carrying out its duties hereunder.

SECTION 8.3 INDEMNIFICATION

The Company agrees to indemnify and hold the Plan Administrator harmless against any and all claims, losses, damages, expenses and liabilities which he may incur in the exercise and performance of his powers and duties hereunder, unless same is determined to be due to gross negligence or willful misconduct.

ARTICLE IX

CLAIMS FOR BENEFITS

SECTION 9.1 SUBMISSION OF CLAIMS

Participants shall make claims for benefits under the Plan in writing following such procedures, including deadlines and documentation requirements, and using such forms, as are prescribed by the Plan Administrator. Claims which are approved by the Plan Administrator shall be paid as soon as administratively feasible.

SECTION 9.2 DENIAL OF CLAIMS

If a Participant's claim for benefits under this Plan is denied, the Plan Administrator shall provide notice to the Participant in writing of the denial. The notice shall be written in a manner calculated to be understood by the Participant and shall include:

(A) the specific reason or reasons for denial;

(B) specific references to the pertinent Plan provisions on which the denial is based;

(C) a description of any additional material or information necessary for the applicant to perfect the claim and an explanation of why such material or information is necessary; and

(D) an explanation of the Plan's claims review procedures.

SECTION 9.3 REVIEW OF DENIED CLAIMS

If a claim for benefits is denied, the Participant, at his sole expense, may appeal the denial to the Plan Administrator within sixty (60) days of the receipt of written notice of the denial. If, upon receipt of this appeal, the Plan Administrator determines that the Participant is not entitled to the benefits claimed, he shall afford the Participant or his representative a reasonable opportunity to appear personally before him, to submit issues and comments in writing, and to review pertinent documents. The Plan Administrator shall render its final decision with the specific reasons therefor in writing and shall transmit it to the Participant by certified mail within sixty (60) days of any such appearance.

ARTICLE X

MISCELLANEOUS PROVISIONS

SECTION 10.1 PARTICIPANT'S RIGHTS

This Plan shall not be deemed to constitute a contract between the Employer and any Participant or to be a consideration or an inducement for the employment of any Participant or Employee. Nothing contained in this Plan shall be deemed to give any Participant or Employee the right to be retained in the service of the Employer or to interfere with any right of the Employer to discharge any Participant or Employee at any time regardless of the effect which such discharge shall have upon him as a Participant of this Plan.

Neither the establishment of this Plan nor any amendment, nor the payment of any benefit, will be construed as giving to any Participant or other person any legal or equitable right against the Employer or Plan Administrator.

SECTION 10.2 INFORMATION TO BE FURNISHED

Participants shall provide the Employer or Plan Administrator with such information and evidence and shall sign such documents as may reasonably be requested from time to time for the purpose of administration of the Plan.

SECTION 10.3 ALIENATION

No benefit which shall be payable to any Participant shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be void; and no such benefit shall in any manner be liable for or subject to, the debt, contracts, liabilities, engagements or torts of any such person, nor shall it be subject to attachment or legal process for or against such person, and the same shall not be recognized by the Plan Administrator, except to such extent as may be required by law.

SECTION 10.4 CONSTRUCTION

This Plan shall be construed and enforced according to the laws of the State of Indiana.

SECTION 10.5 SEVERABILITY

If any provision of this Plan shall be held by any court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective, unless the removal of the invalid or unenforceable provision would substantially defeat the basic intent, purpose and spirit of this Plan.

SECTION 10.6 LIABILITY

Nothing contained in this Plan shall impose on any officer, director or Employee of the Employer any personal liability for any benefit due a Participant pursuant to this Plan.

IN WITNESS WHEREOF, this Plan is hereby restated effective January 1, 1998.

BELDEN WIRE & CABLE COMPANY

                                                 By:    /s/ Cathy Odom Staples

                                                 Its:     Vice President

                                                 Date:  September 1, 2000

Attest: /s/ Eivind Kolemainen

EXHIBIT 10.15

FIRST AMENDMENT TO THE

BELDEN WIRE & CABLE COMPANY

SUPPLEMENTAL EXCESS DEFINED BENEFIT PLAN

WHEREAS, Belden Wire & Cable Company (hereinafter referred to as the "Company") established the Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan (hereinafter referred to as the "Plan") restated as of January 1, 1998, for the benefit of certain employees of the Employer;

WHEREAS, Section 1 of Article IX of the Plan in effect prior to this amendment provides that the Company may amend the Plan at any time;

WHEREAS, the Company deems it desirable to make certain revisions to the Plan;

NOW, THEREFORE, the Plan is amended hereinafter set forth, effective November 30, 2000.

Article 5, Section 5.01 is hereby amended by the addition of the following 2 paragraphs after the first paragraph:

"Effective November 30, 2000, the benefits payable to or on behalf of a participant as determined under Section 4.1 of Article IV who has not yet attained age 55 shall be paid in the form of a lump sum equal to the Participant's benefits determined hereunder.

Effective November 30, 2000, the benefits payable to or on behalf of a participant who is at least age 55 at termination of employment, shall be payable in a lump sum. Notwithstanding the previous sentence the Participant may make a written election, on the appropriate form at least thirteen (13) months prior to his termination, to receive his benefit in one lump sum payment or annual installments over 2, 5 or 10 years payable the February 1 following the date of retirement. A participant may change his form of payment to a lump sum up until thirty (30) days prior to the February 1 scheduled payment date. If a Participant wishes to change his election to annual installments or a different number of installments the payment date will be the February 1, following thirteen (13) months after the plan administrator has received the new election form."

Article 5, Section 5.02 is hereby amended by the addition of the following paragraph at the end of the Section:

"Effective November 30, 2000, the benefits payable to or on behalf of a participant who is age 55 at the time his employment terminates, shall be paid as soon as administratively feasible. However, if the participant elects a form of payment under Section 5.01 which contains required payment date(s), the Participant's payment dates will be in accordance with the required payment date(s) under the election."

IN WITNESS WHEREOF, Belden Wire & Cable Company, by its duly authorized officer, executes this amendment on the twenty-sixth day March, 2001.

BELDEN WIRE & CABLE COMPANY

By: \s\ Cathy Odom Staples
    -----------------------

Attest:\s\ Eivind Kolemainen
       -------------------------------

EXHIBIT 10.16

BELDEN WIRE & CABLE COMPANY
SUPPLEMENTAL EXCESS DEFINED CONTRIBUTION PLAN

(RESTATED EFFECTIVE JANUARY 1, 1998)

BELDEN WIRE & CABLE COMPANY
SUPPLEMENTAL EXCESS DEFINED CONTRIBUTION PLAN

TABLE OF CONTENTS

                                                                                   Page
                                                                                   ----
ARTICLE I         PREAMBLES
                  Section 1.1      Establishment of Plan                             1
                  Section 1.2      Purpose                                           1
                  Section 1.3      Interpretation and Governing Law                  1

ARTICLE II        DEFINITIONS                                                        2

ARTICLE III       ELIGIBILITY TO PARTICIPATE
                  Section 3.1      Participation and Eligibility Requirements        5
                  Section 3.2      Determination of Eligibility                      5
                  Section 3.3      Termination of Participation                      6

ARTICLE IV        SUPPLEMENTAL CONTRIBUTIONS
                  Section 4.1      Supplemental Matching Contributions               7
                  Section 4.2      Supplemental Basic Contributions                  7

ARTICLE V         SEPARATE ACCOUNTS
                  Section 5.1      Types of Separate Accounts                        9
                  Section 5.2      Interest                                          9

ARTICLE VI        BENEFITS UPON RETIREMENT
                  Section 6.1      Retirement Benefits                              10
                  Section 6.2      Death Benefits                                   10

ARTICLE VII       DISTRIBUTION OF BENEFITS
                  Section 7.1      Form of Benefits                                 11
                  Section 7.2      Time of Benefit Payments                         11

ARTICLE VIII      FUNDING
                  Section 8.1      Funding of the Plan                              12
                  Section 8.2      Right to Assets                                  12
                  Section 8.3      No Guarantee of Benefits                         12
                  Section 8.4      Change of Control                                12

ARTICLE IX        AMENDMENT OR TERMINATION OF THE PLAN
                  Section 9.1      Amendment or Termination                         14
                  Section 9.2      Effect of Amendment or Termination               14
                  Section 9.3      Adoption by Subsidiaries                         14

ARTICLE X         PLAN ADMINISTRATOR
                  Section 10.1     Appointment                                      15
                  Section 10.2     Authority                                        15
                  Section 10.3     Indemnification                                  15

ARTICLE XI        CLAIMS FOR BENEFITS
                  Section 11.1     Submission of Claims                             16
                  Section 11.2     Denial of Claims                                 16
                  Section 11.3     Review of Denied Claims                          16

ARTICLE XII       MISCELLANEOUS PROVISIONS
                  Section 12.1     Participant's Rights                             17
                  Section 12.2     Information to be Furnished                      17
                  Section 12.3     Alienation                                       17
                  Section 12.4     Construction                                     18
                  Section 12.5     Severability                                     18
                  Section 12.6     Liability                                        18

ARTICLE I
PREAMBLES

SECTION 1.1 ESTABLISHMENT OF PLAN
Effective August 1, 1993, Belden Wire & Cable Company ("Company") established the Belden Wire & Cable Company Supplemental Excess Defined Contribution Plan as an unfunded program of deferred compensation for highly compensated employees and their Beneficiaries.

SECTION 1.2 PURPOSE
The Plan was adopted to ensure the overall effectiveness of the Company's compensation program in attracting, retaining and motivating qualified senior management and highly compensated employees. This Plan will provide for payment of benefits that will supplement the benefits otherwise provided by the Belden Wire & Cable Company Retirement Savings Plan ("Savings Plan") as amended from time to time (and any tax-qualified plan adopted as a successor to the Savings Plan).

This Plan shall be binding on the Company and any successor company into which or with which the Company or any constituent part thereto may be merged or consolidated, or to which the Company or any constituent part thereof may sell or distribute by way of liquidation or otherwise any or all of its assets.

SECTION 1.3 INTERPRETATION AND GOVERNING LAW This Plan is intended to constitute an unfunded program maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees consistent with the requirements of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974 ("ERISA").

ARTICLE II
DEFINITIONS

2.1 "BENEFICIARY" OR "BENEFICIARIES" means the person or persons designated or deemed designated, pursuant to the provisions of the Savings Plan to receive or continue to receive benefits upon the death of a Participant.

2.2 "CHANGE OF CONTROL" means

(A) the purchase or other acquisition by any person, entity or group, within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, or any comparable successor provisions, of beneficial ownership of thirty percent (30%) or more of either the outstanding shares of common stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally,

(B) at any time a majority of the Board of Directors of the Company is comprised of persons other than Continuing Directors (for purposes of this subsection (B), Continuing Directors shall mean a member of the Board of Directors who was either (i) first elected or appointed to the Board prior to the date of this Plan; or (ii) subsequently elected or appointed to the Board by a majority of the then Continuing Directors),

(C) any reorganization or recapitalization of the Company which would result in a Change of Control, or

(D) a liquidation or dissolution of the Company or the sale of all or substantially of the Company's assets.

2.3 "CODE" means the Internal Revenue Code of 1986, as amended from time to time.

2.4 "COMPANY" means Belden Wire & Cable Company.

2.5 "COMPENSATION" means the total wages and salary, including overtime payments, commissions, and other monetary remuneration, if any, which is included in a

         Participant's gross pay with respect to a month for services rendered
         to the Employer, but excluding any relocation expense reimbursements as
         well as foreign service premiums and allowances, plus basic
         contributions made on behalf of such Participant under the Savings Plan
         and Supplemental Elective Deferral Contributions credited to such
         Participant under Section 4.2 of the Plan.

2.6      "DEFERRAL PLAN" means the Belden Wire & Cable Company Management
         Incentive Compensation Deferral Plan.

2.7      "EFFECTIVE DATE" means August 1, 1993.

2.8      "EMPLOYEE" means any person employed by the Employer who is covered
         under the terms of the Savings Plan and who is a member of a select
         group of management or is a highly compensated employee as specifically
         designated by the Company, in its sole discretion.

2.9      "EMPLOYER" means Belden Wire & Cable Company, Belden Communications
         Company, Belden Technologies, Inc. and such other entity that may adopt
         this Plan pursuant to Section 9.3 of Article IX.

2.10     "PARTICIPANT" means an Employee who has met the eligibility conditions
         of Article III and is selected by the Company to participate under this
         Plan.

2.11     "PLAN" means the Belden Wire & Cable Company Supplemental Excess
         Defined Contribution Plan.

2.12     "PLAN ADMINISTRATOR" means the person or persons appointed to
         administer the Plan in accordance with Article VII of the Plan.

2.13     "PLAN YEAR" means the twelve (12) month period beginning January 1 and
         ending the following December 31.

2.14     "PRIOR PLAN" means the Cooper Industries, Inc. Supplemental Excess
         Defined Contribution Plan.

2.15     "SAVINGS PLAN" means the Belden Wire & Cable Company Retirement Savings
         Plan.

2.16     "SEPARATE ACCOUNT" means the accounts maintained in the name of a
         Participant pursuant to Section 5.1 of the Plan.

2.17     "SUPPLEMENTAL ELECTIVE DEFERRAL CONTRIBUTIONS" means the contributions
         credited to a Participant under the Plan pursuant to Section 4.2.

2.18     "SUPPLEMENTAL MATCHING CONTRIBUTIONS" means the Employer contributions
         credited to a Participant under the Plan pursuant to Section 4.1.

2.19     "SUPPLEMENTAL TAX CONTRIBUTIONS" means the contributions credited to a
         Participant under the Plan pursuant to Section 4.3.

2.20     "TRUST" means the Trust Agreement between Belden Wire & Cable Company
         and Banker's Trust Company effective January 1, 1998 and any successor
         agreement thereto. Such Trust constitutes an unfunded arrangement and
         will not affect the status of the Plan as an unfunded plan for purposes
         of Title I of ERISA.

Other terms used herein but not defined shall have the same meaning as defined in the Savings Plan. The masculine gender shall include both sexes; the singular shall include the plural and the plural the singular, unless the context otherwise requires.

ARTICLE III
ELIGIBILITY TO PARTICIPATE

SECTION 3.1 PARTICIPATION AND ELIGIBILITY REQUIREMENTS

Each Employee of the Employer who is selected by the Plan Administrator with approval from the Chief Executive Officer, as designated in writing, shall become a Participant hereunder on the date designated by the Company coincident with the date he meets the eligibility requirements of (A) or (B) below.

(A) Each management or highly compensated employee, so selected, who has met the eligibility requirements of the Savings Plan and whose benefits under the Savings Plan are limited due to Code Section 401(a)(17), Code Section 415, and/or Code Section 402(g).

(B) Any select management or highly compensated employee of Cooper Industries, Inc. who

(i) is designated as a Participant in the Plan by the Plans Administration Committee of Cooper Industries, Inc. and the Company with respect to the period prior to the consummation of the initial public offering of the common stock of Belden, Inc., or

(ii) was eligible to participate in the Prior Plan on the day before the Effective Date and who had terminated employment with a Belden Division facility that became part of the Company on the Effective Date, shall become a Participant in the Plan.

SECTION 3.2 DETERMINATION OF ELIGIBILITY

The eligibility of each Employee to become a Participant under the Plan shall be determined by the Plan Administrator with approval from the Chief Executive Officer, such decision shall be final and binding upon all persons with an interest under the Plan.

Except as specifically herein provided to the contrary, the rights of any former Participant who terminated employment with the Employer prior to August 1, 1993 shall be determined without regard to the provisions of this Plan. The benefit payable to a Participant who retired

or terminated employment prior to January 1, 1998 shall be an amount determined in accordance with the provisions of the Plan as in effect at the time of such retirement or termination of employment.

SECTION 3.3 TERMINATION OF PARTICIPATION A Participant shall cease to be a Participant under the Plan if he is no longer determined to be a highly compensated Employee, a member of a select group of management, or is no longer determined to be a Participant by the Plan Administrator with approval from the Chief Executive Officer. Any Participant who terminated employment and who is rehired by the Employer may, upon his return to service, become a Participant again if and when such former Participant meets the eligibility requirements of Section 3.1 of the Plan. If a Participant ceases to be a Participant in the Savings Plan, he shall cease to be a Participant under this Plan on the date he ceases to be a Participant in the Savings Plan.

Upon a termination of participation, a Participant shall be eligible to receive any benefit payable under the Plan upon his termination of employment at the time specified pursuant to Article VII, Section 7.2.

ARTICLE IV
SUPPLEMENTAL CONTRIBUTIONS

SECTION 4.1 SUPPLEMENTAL MATCHING CONTRIBUTIONS As of the Effective Date, the Separate Account of each Participant who was a participant in the Prior Plan on the day before the Effective Date shall be credited with Supplemental Matching Contributions equal to the supplemental contributions credited to him under the Prior Plan and transferred to the Plan as of the Effective Date. Moreover, as of the last day of each month, the Separate Account of each Participant shall be credited with Supplemental Matching Contributions equal to the sum of:
(A) the amount with respect to which Matching Contributions under the Savings Plan are limited for such month due to the provisions of Sections
401(a)(17), 401(k)(3) and 415 of the Code; (B) the amount with respect to which Matching Contributions under the Savings Plan are limited for such month due to the limits under Sections
401(a)(17), 401(k)(3), and 415 of the Code and 402(g) on Elective Deferrals as long as Supplemental Elective Deferrals are deferred from Compensation in accordance with a duly executed and filed compensation reduction authorization form; and
(C) the amount that would have been contributed by an Employer under the Savings Plan for such month if the Participant had not participated in the Deferral Plan and had made contributions under the Savings Plan with respect to the compensation deferred under the Deferral Plan in accordance with his election in effect for such month under the Savings Plan and the provisions of the Savings Plan in effect for such month without regard to any limitations imposed by Section 415 of the Code.

SECTION 4.2 SUPPLEMENTAL ELECTIVE DEFERRAL CONTRIBUTIONS As of the last day of each month, the Separate Account of each Participant shall be credited with Supplemental Elective Deferral Contributions equal to the Elective Deferral Contributions that would have been credited to the Savings Plan on his behalf for such month except for the provisions of Sections
401(a)(17), 402(g), 401(k)(3), and Section 415 of the Code and that were deferred from his Compensation in accordance with a duly executed and

filed compensation reduction authorization form; provided, however, that in no event shall Supplemental Elective Deferral Contributions of such Participant for such month under the Savings Plan exceed fifteen percent of such Participant's Compensation.

ARTICLE V
SEPARATE ACCOUNTS

SECTION 5.1 TYPES OF SEPARATE ACCOUNTS
Each Participant shall have established in his name a Separate Account which shall reflect the contributions as well as interest thereon credited to him pursuant to Article IV and Section 5.2.

SECTION 5.2 INTEREST
Each month, the Separate Account of a Participant shall be deemed to earn, and, as of the last day of such month, shall be credited with, a rate of interest equal to the average rate earned in the Guaranteed Income Fund of the Savings Plan during such month. However, if the Plan is funded in accordance with the provisions of Subsection 8.4, the Separate Account of the Participant shall be allocated a pro-rata share of the investment gains/(losses) of the Trust fund.

ARTICLE VI
BENEFITS

SECTION 6.1 BENEFITS
The benefit payable to a Participant under the Plan shall be the amount at the time of distribution in the Separate Account established in the Participant's name pursuant to Article V.

SECTION 6.2 DEATH BENEFITS
In the event a Participant dies before his interest under the Plan has been distributed to him in full, any remaining interest, or portion thereof, shall be determined pursuant to Section 6.1 and distributed to his Beneficiary who shall be the person designated as his beneficiary under the Savings Plan. Such benefit shall be payable in a lump sum determined as if the provisions of the Savings Plan providing for the limitation of compensation and benefits in accordance with Code Section 401(a)(17), 401(k)(3), 402(g) and/or Code Section 415 were inapplicable, less the lump sum of the death benefit actually payable under the Savings Plan taking into account the limitations on compensation and benefits in accordance with Code Section 401(a)(17), 401(k)(3), 402(g) and Code Section 415.

ARTICLE VII
DISTRIBUTION OF BENEFITS

SECTION 7.1 FORM OF BENEFITS
Effective January 1, 1998, the benefits payable to or on behalf of a Participant as determined under Section 6.1 of Article VI who has not yet attained age 55 shall be paid in the form of a lump sum equal to the Participant's benefits determined hereunder. In the event the Participant is age 55 at termination of employment, the benefits payable to the Participant shall be payable in the same form of payment as elected under the Savings Plan. The amount and computation of any form of payment hereunder shall be determined in accordance with the procedures and provisions under the Savings Plan in effect on the Participant's benefit commencement date.

SECTION 7.2 TIME OF BENEFIT PAYMENTS The benefits payable to or on behalf of a Participant as determined under
Section 6.1 or Section 6.2 of Article IV who has not yet attained age 55 shall be paid as soon as administratively feasible after termination of employment. In the event the Participant is age 55 at the time his employment terminates, the benefits payable to, or on behalf of, such Participant shall be paid coincident with the date benefits are paid under the Savings Plan.

ARTICLE VIII
FUNDING

SECTION 8.1 FUNDING OF THE PLAN
The Plan, at all times, shall be entirely unfunded and shall constitute merely the unsecured promise of the Company to make the payments as provided for in the Plan. No Participant nor any other person shall have, by reason of this Plan, any rights, title or interest of any kind in or to any property of the Company, nor any beneficial interest in any trust which may be established by the Company in connection with this Plan nor any guarantee that assets of the Company will be sufficient to pay benefits under this Plan. If the Company transfers any property to the Trust in connection with this Plan, such Trust shall not be held for the exclusive benefit of the Participants and any assets held in such Trust shall be subject to the claims of the Company's general creditors in the event of the Company's insolvency.

SECTION 8.2 RIGHT TO ASSETS
The rights of the Participant or any Beneficiary of a Participant shall be those of an unsecured creditor. Any insurance policy or other asset acquired by the Employer shall be deemed to not be held in trust for the benefit of the Participant or to be collateral security for the performance of the obligations of the Company, but shall remain a general, unpledged, and unrestricted asset of the Company.

SECTION 8.3 NO GUARANTEE OF BENEFITS
Nothing contained in this Plan shall constitute a guarantee by the Company or any other entity or person, that the assets of the Company will be sufficient to pay the benefits hereunder.

SECTION 8.4 CHANGE IN CONTROL
The occurrence of a Change in Control shall be determined finally and conclusively by the Plan Administrator and shall be evidenced by a letter signed by the duly appointed representative of the Plan Administrator, delivered to the Chief Executive Officer and the trustee, if any. If the Plan Administrator fails to act, the Chief Executive Officer or the trustee, if any, shall make and give notice of the determination of a Change in Control.

If a Change in Control occurs, failure of the Plan Administrator, the Chief Executive Officer or the trustee, if any, to take the action required in the preceding paragraph shall not affect in any manner the obligation of the company or the full right, title, and interest of each Participant under this Plan to receive from the Company the full amount of the benefit payable hereunder and the entitlement of each Participant to receive such benefit from the Company shall be valid and enforceable by each Participant in any state or federal court of competent jurisdiction.

In the event of a Change of Control, the Company shall make, within thirty (30) days of such change, an irrevocable contribution to the Plan in an amount that is sufficient to pay all Plan Participants and their Beneficiaries the aggregate benefits to which they would be entitled pursuant to the terms of the Plan as of the date of the Change of Control (whether or not they are then entitled to receive such benefits), and shall thereafter make further irrevocable contributions to the Trust on a current basis as, and in the amount that, such benefits accrue.

A Participant shall become 100% vested in the benefit payable under this Plan upon a Change of Control.

ARTICLE IX
AMENDMENT OR TERMINATION OF THE PLAN

SECTION 9.1 AMENDMENT OR TERMINATION
The Company acting through its Board of Directors reserves and shall have the right at any time to modify, amend, or terminate in whole, or in part, any or all provisions of the Plan at any time.

SECTION 9.2 EFFECT OF AMENDMENT OR TERMINATION No amendment or termination of the Plan shall directly or indirectly deprive any current or former Participant or Beneficiary of all or any portion of any benefit payment that commenced prior to the effective date of such amendment or termination.

SECTION 9.3 ADOPTION BY SUBSIDIARIES
Any subsidiary of the Company which at the time is not an Employer may, with the consent of the Company, adopt the Plan and become an Employer hereunder by causing an appropriate written instrument evidencing such adoption to be executed pursuant to the authority of its Board of Directors and filed with the Company.

ARTICLE X
PLAN ADMINISTRATOR

SECTION 10.1 APPOINTMENT
The Board of Directors shall appoint a Plan Administrator. Any person including, but not limited to, the Employer or Employees of the Employer, shall be eligible to serve as Plan Administrator.

SECTION 10.2 AUTHORITY
The primary responsibility of the Plan Administrator is to administer the Plan, subject to the specific terms of the Plan. The Plan Administrator shall have the discretionary authority to determine all questions related to eligibility for benefits and to construe the terms and conditions of the Plan. Any determination by the Plan Administrator shall be conclusive and binding upon all persons. The Plan Administrator may establish procedures, correct any defect, supply any information, or reconcile any inconsistency in such a manner and to such extent as shall be deemed necessary or advisable to carry out the purpose of the Plan. Any rules, regulations or procedures that may be necessary for the proper administration or functioning of this Plan that are not covered in this Plan shall be promulgated and adopted by the Plan Administrator.

The Plan Administrator may delegate any of its powers, authorities, or responsibilities for the operation and administration of the Plan to any person or committee so designated in writing by it and may employ such attorneys, agents, and accountants as it may deem necessary or advisable to assist it in carrying out its duties hereunder.

SECTION 10.3 INDEMNIFICATION
The Company agrees to indemnify and hold the Plan Administrator harmless against any and all claims, losses, damages, expenses and liabilities which he may incur in the exercise and performance of his powers and duties hereunder, unless same is determined to be due to gross negligence or willful misconduct.

ARTICLE XI
CLAIMS FOR BENEFITS

SECTION 11.1 SUBMISSION OF CLAIMS
Participants shall make claims for benefits under the Plan in writing following such procedures, including deadlines and documentation requirements, and using such forms, as are prescribed by the Plan Administrator. Claims which are approved by the Plan Administrator shall be paid as soon as administratively feasible.

SECTION 11.2 DENIAL OF CLAIMS
If a Participant's claim for benefits under this Plan is denied, the Plan Administrator shall provide notice to the Participant in writing of the denial. The notice shall be written in a manner calculated to be understood by the Participant and shall include:
(A) the specific reason or reasons for denial; (B) specific references to the pertinent Plan provisions on which the denial is based;
(C) a description of any additional material or information necessary for the applicant to perfect the claim and an explanation of why such material or information is necessary; and (D) an explanation of the Plan's claims review procedures.

SECTION 11.3 REVIEW OF DENIED CLAIMS
If a claim for benefits is denied, the Participant, at his sole expense, may appeal the denial to the Plan Administrator within sixty (60) days of the receipt of written notice of the denial. If, upon receipt of this appeal, the Plan Administrator determines that the Participant is not entitled to the benefits claimed, he shall afford the Participant or his representative a reasonable opportunity to appear personally before him, to submit issues and comments in writing, and to review pertinent documents. The Plan Administrator shall render its final decision with the specific reasons therefor in writing and shall transmit it to the Participant by certified mail within sixty (60) days of any such appearance.

ARTICLE XII
MISCELLANEOUS PROVISIONS

SECTION 12.1 PARTICIPANT'S RIGHTS
This Plan shall not be deemed to constitute a contract between the Employer and any Participant or to be a consideration or an inducement for the employment of any Participant or Employee. Nothing contained in this Plan shall be deemed to give any Participant or Employee the right to be retained in the service of the Employer or to interfere with any right of the Employer to discharge any Participant or Employee at any time regardless of the effect which such discharge shall have upon him as a Participant of this Plan.

Neither the establishment of this Plan nor any amendment, nor the payment of any benefit, will be construed as giving to any Participant or other person any legal or equitable right against the Employer or Plan Administrator.

SECTION 12.2 INFORMATION TO BE FURNISHED Participants shall provide the Employer or Plan Administrator with such information and evidence and shall sign such documents as may reasonably be requested from time to time for the purpose of administration of the Plan.

SECTION 12.3 ALIENATION
No benefit which shall be payable to any Participant shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be void; and no such benefit shall in any manner be liable for or subject to, the debt, contracts, liabilities, engagements or torts of any such person, nor shall it be subject to attachment or legal process for or against such person, and the same shall not be recognized by the Plan Administrator, except to such extent as may be required by law.

SECTION 12.4 CONSTRUCTION
This Plan shall be construed and enforced according to the laws of the State of Indiana.

SECTION 12.5 SEVERABILITY
If any provision of this Plan shall be held by any court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective, unless the removal of the invalid or unenforceable provision would substantially defeat the basic intent, purpose and spirit of this Plan.

SECTION 12.6 LIABILITY
Nothing contained in this Plan shall impose on any officer, director or Employee of the Employer any personal liability for any benefit due a Participant pursuant to this Plan.

IN WITNESS WHEREOF, this Plan is hereby restated effective January 1, 1998.

BELDEN WIRE & CABLE COMPANY

                               By:    \s\ Cathy Odom Staples
                                     -------------------------------
                               Its:  Vice President
                                     -------------------------------
                               Date: September 1, 2000
                                     -------------------------------

Attest: /s/ Eivind Kolemainen
        ----------------------

EXHIBIT 10.17

FIRST AMENDMENT TO THE
BELDEN WIRE & CABLE COMPANY
SUPPLEMENTAL EXCESS DEFINED CONTRIBUTION PLAN

WHEREAS, Belden Wire & Cable Company (hereinafter referred to as the "Company") established the Belden Wire & Cable Company Supplemental Excess Defined Contribution Plan (hereinafter referred to as the "Plan") restated as of January 1, 1998, for the benefit of certain employees of the Employer;

WHEREAS, Section 1 of Article IX of the Plan in effect prior to this amendment provides that the Company may amend the Plan at any time;

WHEREAS, the Company deems it desirable to make certain revisions to the Plan;

NOW, THEREFORE, the Plan is amended hereinafter set forth, effective November 30, 2000.

Article 7, Section 7.01 is hereby amended by the addition of the following 2 paragraphs at the end of the Section:

"Effective November 30, 2000, the benefits payable to or on behalf of a participant as determined under Section 6.1 of Article VI who has not yet attained age 55 shall be paid in the form of a lump sum equal to the Participant's benefits determined hereunder.

Effective November 30, 2000, the benefits payable to or on behalf of a participant who is at least age 55 at termination of employment, shall be payable in a lump sum. Notwithstanding the previous sentence the Participant may make a written election, on the appropriate form at least thirteen (13) months prior to his termination, to receive his benefit in one lump sum payment or annual installments over 2, 5 or 10 years payable the February 1 following the date of retirement. A participant may change his form of payment to a lump sum up until thirty (30) days prior to the February 1 scheduled payment date. If a Participant wishes to change his election to annual installments or a different number of installments the new payment date will be the February 1, following thirteen (13) months after the plan administrator receives the new election form. "

Article 7, Section 7.02 is hereby amended by the addition of the following paragraph at the end of the Section:

"Effective November 30, 2000, the benefits payable to or on behalf of a participant who is age 55 at the time his employment terminates, shall be paid as soon as administratively feasible. However, if the participant elects a form of payment under Section 7.01 which contains required payment date(s), the Participant's payment dates will be in accordance with the required payment date(s) under the election."

IN WITNESS WHEREOF, Belden Wire & Cable Company, by its duly authorized officer, executes this amendment on this twenty-sixth day of March, 2001.

BELDEN WIRE & CABLE COMPANY

                                       By: \s\ Cathy Odom Staples
                                           --------------------------

                                       Its:  Vice President
                                            -------------------------

Attest: \s\ Eivind Kolemainen
        -----------------------------

EXHIBIT 10.26

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made as of the 31st day of October, 2001, by and among BELDEN INC., a Delaware corporation (the "Borrower"), the LENDERS listed on the signature pages hereof, SUNTRUST BANK, as Syndication Agent (the "Syndication Agent"), FIRSTAR BANK, N.A., as Documentation Agent (the "Documentation Agent"), and WACHOVIA BANK, N.A., as Administrative Agent (the "Agent").

The Borrower, the Syndication Agent, the Documentation Agent, the Agent and the Lenders have entered into a certain Credit Agreement dated as of June 21, 2001 (the "Credit Agreement"). Capitalized terms used in this Amendment which are not otherwise defined in this Amendment shall have the respective meanings assigned to them in the Credit Agreement.

The Borrower has requested the Agent and the Lenders to amend the Credit Agreement as more fully set forth herein. The Lenders, the Agent and the Borrower desire to amend the Credit Agreement upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the Recitals and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Agent and the Lenders, intending to be legally bound hereby, agree as follows:

SECTION 1. Recitals. The Recitals are incorporated herein by reference and shall be deemed to be a part of this Amendment.

SECTION 2. Amendments. The Credit Agreement is hereby amended as set forth in Section 2.

SECTION 2.1. Section 1.01 of the Credit Agreement is hereby amended (a) by deleting in its entirety the definition of "Purchase Money Note" and (b) by amending and restating in their entirety the respective definitions of "Purchased Receivables," "Receivables Securitization Program," "Significant Domestic Subsidiary," and "Significant Foreign Subsidiary" to read as follows:

"Purchased Receivables" means Receivables which are purchased, contributed or in which an interest therein is otherwise transferred pursuant to the Receivables Program Documents, for a purchase price determined pursuant thereto or in return for an increase in the investment in the Receivables Subsidiary, in the case of Contributed Receivables.

"Receivables Securitization Program" means any transaction or

series of transactions that may be entered into by the Borrower and its Subsidiaries pursuant to which the Borrower and/or its Subsidiaries may sell, convey or otherwise transfer to the Receivables Subsidiary and (in the case of a transfer by the Receivables Subsidiary) any other Person, or may grant a security interest in, any Receivables Program Assets (whether now existing or arising in the future); provided that:

(A) no portion of the indebtedness or any other obligations (contingent or otherwise) of a Receivables Subsidiary or Special Purpose Vehicle (i) is Guaranteed by the Borrower or its Subsidiaries (other than the Receivables Subsidiary and excluding Guarantees of obligations pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Borrower or its Subsidiaries (other than the Receivables Subsidiary) for payment other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of the Borrower or its Subsidiaries (other than the Receivables Subsidiary), directly or indirectly, contingently or otherwise, to the satisfaction of obligations incurred in such transactions, other than pursuant to Standard Securitization Undertakings;

(B) the Borrower and its Subsidiaries (other than the Receivables Subsidiary) do not have any obligation to maintain or preserve the financial condition of a Receivables Subsidiary or a Special Purpose Vehicle or cause such entity to achieve certain levels of operating results; and

(C) the net purchase price payable to the Borrower or any Subsidiary (other than the Receivables Subsidiary) by the Receivables Subsidiary with respect to Purchased Receivables thereunder (net of all reserves, discounts, fees and charges) is not less than 75% of the face amount of the Purchased Receivables.

"Significant Foreign Subsidiary" means at any time any Foreign Subsidiary (other than a Receivables Subsidiary) whose (i) Net Income for the Fiscal Quarter most recently ended exceeds 5% of Consolidated Net Income for such Fiscal Quarter or (ii) total assets at such time exceed 5% of Consolidated Total Assets at such time. The Significant Foreign Subsidiaries of the Borrower as of the Closing Date are listed on Schedule 1.01B hereto.

SECTION 2.2. Section 4.08 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

SECTION 4.08. Subsidiaries. Each of the Borrower's Subsidiaries is a corporation, limited partnership, limited liability company or other similar entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Except where the failure to be so qualified could not

reasonably be expected to have a Material Adverse Effect, each such Subsidiary is duly qualified to transact business in every jurisdiction where, by the nature of its business, such qualification is necessary. Except where the failure to have such could not reasonably be expected to have a Material Adverse Effect, each such Subsidiary has all powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. As of the Closing Date, the Borrower has no Subsidiaries except for those Subsidiaries listed on Schedule 4.08, which accurately sets forth each such Subsidiary's complete name and jurisdiction of incorporation. Those Subsidiaries listed on Schedule 1.01A hereto are all of the Significant Domestic Subsidiaries of the Borrower as of the Closing Date. Those Subsidiaries listed on Schedule 1.01B hereto are all of the Significant Foreign Subsidiaries of the Borrower as of the Closing Date.

SECTION 2.3. Section 6.06 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

SECTION 6.06. Investments. Neither the Borrower nor any of its Subsidiaries shall make Investments in any Person except (i) loans or advances to employees not exceeding $3,000,000 in aggregate principal amount outstanding at any time, in each case made in the ordinary course of business and consistent with practices existing on December 31, 2000; (ii) deposits required by government agencies or public utilities, (iii) Investments in direct obligations of the United States Government maturing within one year, (iv) Investments in certificates of deposit issued by a commercial lender whose long-term certificates of deposit are rated at least AA or the equivalent thereof by S&P or Aa or the equivalent thereof by Moody's, (v) Investments in commercial paper rated A1 or the equivalent thereof by S&P or P1 or the equivalent thereof by Moody's and in either case maturing within 6 months after the date of acquisition, (vi) Investments in tender bonds the payment of the principal of and interest on which is fully supported by a letter of credit issued by a United States bank whose long-term certificates of deposit are rated at least AA or the equivalent thereof by S&P and Aa or the equivalent thereof by Moody's, (vii) Acquisitions permitted by Section 6.07, (viii) Investments by the Borrower in a Subsidiary and Investments by a Subsidiary in the Borrower or any other Subsidiary; (ix) Investments in a Receivables Subsidiary; and (x) other Investments which do not at any time exceed an aggregate amount outstanding equal to 5% of Consolidated Tangible Net Worth; provided, however, that immediately after giving effect to the making of any Investment, no Default shall have occurred and be continuing.

SECTION 2.4. Section 6.09 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

SECTION 6.09. Certain Restrictions on Borrower and Subsidiaries. The Borrower shall not, nor shall it permit any Subsidiary (other than a Receivables Subsidiary) to, directly or indirectly, create or otherwise cause

or suffer to exist or become effective any encumbrance or restriction on the ability of (a) any such Subsidiary to (i) pay any dividends or make any other distributions on its Capital Stock or any other interest or (ii) make or repay any loans or advances made by the Borrower or any other Subsidiary to such Subsidiary or (b) the Borrower or any such Subsidiary to create a Lien on any of the Capital Stock of any Significant First Tier Foreign Subsidiary (other than, in the case of this clause (b), any restriction contained in the Note Purchase Agreements).

SECTION 2.5. Section 10.05(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(a) The Borrower hereby grants to the Administrative Agent and each Lender and to Wachovia as to the Swing Loan Note, a lien for all indebtedness and obligations owing to them from the Borrower upon all deposits or deposit accounts, of any kind, or any interest in any deposits or deposit accounts thereof, now or hereafter pledged, mortgaged, transferred or assigned to the Administrative Agent or any such Lender or otherwise in the possession or control of the Administrative Agent or any such Lender for any purpose for the account or benefit of the Borrower and including any balance of any deposit account or of any credit of the Borrower with the Administrative Agent or any such Lender, whether now existing or hereafter established hereby authorizing the Administrative Agent and each Lender at any time or times that an Event of Default has occurred and is continuing, with or without prior notice, to apply such balances or any part thereof to such of the indebtedness and obligations owing by the Borrower to the Lenders and/or the Administrative Agent then past due and in such amounts as they may elect, and whether or not the collateral, if any, or the responsibility of other Persons primarily, secondarily or otherwise liable may be deemed adequate; provided that, notwithstanding anything to the contrary contained in this Section, neither the Administrative Agent nor any Lender shall have a lien on, right of set-off against or interest in any proceeds or collections of Purchased Receivables, whether on deposit in any account held by the Administrative Agent or any Lender or otherwise coming into the possession of the Administrative Agent or any Lender. For the purposes of this paragraph, and subject to the immediately preceding proviso, all remittances and property shall be deemed to be in the possession of the Administrative Agent or any such Lender as soon as the same may be put in transit to it by mail or carrier or by other bailee.

SECTION 3. Conditions to Effectiveness. The effectiveness of this Amendment and the obligations of the Lenders hereunder are subject to the following conditions, unless the Required Lenders waive such conditions:

(a) receipt by the Agent from each of the parties hereto of a duly executed counterpart of this Amendment signed by such party;

(b) the fact that the representations and warranties of the Borrower contained in Section 5 of this Amendment shall be true on and as of the date hereof.

SECTION 4. No Other Amendment. Except for the amendment set forth above, the text of the Credit Agreement shall remain unchanged and in full force and effect. This Amendment is not intended to effect, nor shall it be construed as, a novation. The Credit Agreement and this Amendment shall be construed together as a single agreement. Nothing herein contained shall waive, annul, vary or affect any provision, condition, covenant or agreement contained in the Credit Agreement, except as herein amended, nor affect nor impair any rights, powers or remedies under the Credit Agreement as hereby amended. The Lenders and the Agent do hereby reserve all of their rights and remedies against all parties who may be or may hereafter become secondarily liable for the repayment of the Notes. The Borrower promises and agrees to perform all of the requirements, conditions, agreements and obligations under the terms of the Credit Agreement, as heretofore and hereby amended, the Credit Agreement, as amended, being hereby ratified and affirmed. The Borrower hereby expressly agrees that the Credit Agreement, as amended, is in full force and effect.

SECTION 5. Representations and Warranties. The Borrower hereby represents and warrants to each of the Lenders as follows:

(a) No Default or Event of Default, nor any act, event, condition or circumstance which with the passage of time or the giving of notice, or both, would constitute an Event of Default, under the Credit Agreement or any other Loan Document has occurred and is continuing unwaived by the Lenders on the date hereof.

(b) The Borrower has the power and authority to enter into this Amendment and to do all acts and things as are required or contemplated hereunder, or thereunder, to be done, observed and performed by it.

(c) This Amendment has been duly authorized, validly executed and delivered by one or more authorized officers of the Borrower and constitutes legal, valid and binding obligations of the Borrower enforceable against it in accordance with their terms, provided that such enforceability is subject to general principles of equity.

(d) The execution and delivery of this Amendment and the Borrower's performance hereunder do not and will not require the consent or approval of any regulatory authority or governmental authority or agency having jurisdiction over the Borrower, nor be in contravention of or in conflict with the articles of incorporation or bylaws of the Borrower, or the provision of any statute, or any judgment, order or indenture, instrument, agreement or undertaking, to which the Borrower is party or by which the Borrower's assets or properties are or may become bound.

SECTION 6. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same agreement.

SECTION 7. Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of Georgia.

IN WITNESS WHEREOF, the parties hereto have executed and delivered, or have caused their respective duly authorized officers or representatives to execute and deliver, this Amendment as of the day and year first above written.

BORROWER:

BELDEN INC.

By:  /s/ Stephen H. Johnson            (SEAL)
     ------------------------------------
Name: Stephen H. Johnson
      -----------------------------------
Title: Treasurer
       ----------------------------------

[Remainder of this page intentionally left blank]

WACHOVIA BANK, N.A., as Administrative agent and as a Lender

By:  /s/ A. B. Deskins                 (SEAL)
     ------------------------------------
Name: Andrew B. Deskins
Title: Senior Vice President

SUNTRUST BANK, as Syndication Agent and as a Lender

By:      /s/ Linda L. Dash             (SEAL)
       ----------------------------------
Name:    Linda L. Dash
       ----------------------------------
Title:   Vice President
       ----------------------------------

U. S. BANK National Association (formerly known as FIRSTAR BANK, N.A.), as Documentation Agent and as a Lender

By:      /s/ Eric Hartman              (SEAL)
         --------------------------------
Name:    Eric Hartman
         --------------------------------
Title:   Vice President
         --------------------------------

ING BARINGS

By:     /s/  H. F. M. M. van der Keuvel (SEAL)
Name:   Drs. M. M. van der Keuvel
Title:  Senior Account Manager

By:
Name:   Drs. E. H. J. de Groot
Title:  Relationship Manager

COMERICA BANK, as a Lender

THE NORTHERN TRUST COMPANY, as a Lender

By:      /s/ Fredric McClendon         (SEAL)
         --------------------------------
Name:    Fredric McClendon
         --------------------------------
Title:   Vice President
         --------------------------------

THE INDUSTRIAL BANK OF JAPAN, LIMITED,
as a Lender

By:    /s/ Walter R. Wolff             (SEAL)
       ----------------------------------
Name:  Walter R. Wolff
Title: Joint General Manager and Group Head

EXHIBIT 10.27

GUARANTY AGREEMENT

THIS GUARANTY AGREEMENT (this "Guaranty") is made as of the 21st day of June, 2001, by each of the subsidiaries of Belden Inc., a Delaware corporation (the "Borrower") listed on Schedule I attached hereto (each a "Guarantor" and collectively the "Guarantors") in favor of the Administrative Agent, for the ratable benefit of the Lenders, under the Credit Agreement referred to below.

W I T N E S S E T H:

WHEREAS, the Borrower, Wachovia Bank, N.A., as Administrative Agent (the "Administrative Agent"), and the banks and lending institutions from time to time that are lenders thereunder ("Lenders") have entered into a certain Credit Agreement dated as of June 21, 2001 (as the same may hereafter be amended or supplemented from time to time, the "Credit Agreement") providing, subject to the terms and conditions thereof, for Loans to be made by the Lenders to or for the account of the Borrower;

WHEREAS, it is a requirement of the Credit Agreement that the Guarantors execute and deliver this Guaranty whereby the Guarantors shall guarantee the payment when due of all principal, interest, fees, indemnity obligations, and all other amounts that shall be at any time payable by the Borrower under the Credit Agreement, the Notes, and the other Loan Documents;

WHEREAS, in consideration of the financial and other support that the Borrower has provided, and such financial and other support as the Borrower may in the future provide, to the Guarantors, and in order to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and extend credit to the Borrower thereunder, the Guarantors are willing to guarantee the obligations of the Borrower under the Credit Agreement, the Notes, and the other Loan Documents;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Definitions. Terms defined in the Credit Agreement and not otherwise defined herein have, as used herein, the respective meanings provided for therein.

SECTION 2. Representations and Warranties. Each Guarantor represents and warrants (which representations and warranties shall be deemed to have been renewed upon each Notice of Borrowing being delivered under the Credit Agreement and each Loan being made under the Credit Agreement), that:

(a) It (i) is a corporation, limited liability company, or partnership, as the case may be, duly organized or formed, validly existing and in good standing under the laws of its jurisdiction of organization or formation; (ii) except where the failure to have such could not reasonably be expected to have a Material Adverse Effect, it has all requisite powers, governmental licenses, authorizations, consents and approvals necessary to own

its assets and carry on its business as now conducted; and (iii) is qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure so to qualify would have a Material Adverse Effect.

(b) It has all necessary power and authority to execute, deliver and perform its obligations under this Guaranty; the execution, delivery and performance of this Guaranty have been duly authorized by all necessary organizational action; and this Guaranty has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the enforcement of creditors' rights generally and by general equitable principles.

(c) Neither the execution and delivery by it of this Guaranty nor compliance with the terms and provisions hereof will (i) conflict with or result in a breach of, or require any consent under, organizational documents or any applicable law or regulation, (ii) unless any such conflict, breach or default would not reasonably be expected to have a Material Adverse Effect, conflict with or result in a breach of any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which it is a party or by which it is bound or to which it is subject, or constitute a default under any such agreement or instrument, or (iii) result in the creation or imposition of any Lien upon any of its assets pursuant to the terms of any such agreement or instrument.

SECTION 3. Covenants. Each Guarantor covenants that, so long as any Lender has any Commitment outstanding under the Credit Agreement or any amount payable by the Borrower under the Credit Agreement or any Note shall remain unpaid, that it will, and, if necessary, will enable the Borrower, to fully comply with those covenants and agreements applicable to it that are set forth in Articles 5 and 6 of the Credit Agreement.

SECTION 4. The Guaranty. Each Guarantor hereby unconditionally guarantees, jointly and severally, the full and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) of the principal of and interest on each Loan made pursuant to the Credit Agreement, all indemnity obligations of the Borrower, and all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents (all of the foregoing, including without limitation, interest accruing or that would have accrued thereon after the filing of a petition in bankruptcy or other insolvency proceeding, being referred to collectively as the "Guaranteed Obligations"). Upon failure by the Borrower to pay punctually any such amount, each Guarantor agrees that it shall forthwith on demand pay the amount not so paid at the place and in the manner specified in the Credit Agreement, each Note, or the relevant Loan Documents, as the case may be. Each Guarantor acknowledges and agrees that this is a guarantee of payment when due, and not of collection, and that this Guaranty may be enforced up to the full amount of the Guaranteed Obligations without proceeding against the Borrower, any security for the Guaranteed Obligations, or against any other party that may have liability on all or any portion of the Guaranteed Obligations.

SECTION 5. Guaranty Unconditional. The obligations of each Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:

(i) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under the Credit Agreement, any Note, or any other Loan Document, by operation of law or otherwise or any obligation of any other guarantor of any of the Guaranteed Obligations;

(ii) any modification or amendment of or supplement to the Credit Agreement, any Note, or any other Loan Document;

(iii) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Borrower under the Credit Agreement, any Note, or any Loan Document, or any obligations of any other guarantor of any of the Guaranteed Obligations;

(iv) any change in the existence, structure or ownership of the Borrower or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or any other guarantor of the Guaranteed Obligations or its assets, or any resulting release or discharge of any obligation of the Borrower, or any other guarantor of any of the Guaranteed Obligations;

(v) the existence of any claim, setoff or other rights which any Guarantor may have at any time against the Borrower, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

(vi) any invalidity or unenforceability relating to or against the Borrower, or any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any other Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by the Borrower, or any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Loan or any other amount payable by the Borrower under the Credit Agreement, the Notes, or any other Loan Document; or

(vii) any other act or omission to act or delay of any kind by the Borrower, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Guarantor's obligations hereunder.

Notwithstanding any other provision contained in this Guaranty, the Guarantors' joint and several liability with respect to the principal amount of the Guaranteed Obligations shall be no greater than the liability of the Borrower with respect thereto.

SECTION 6. Discharge Only Upon Payment In Full; Reinstatement In Certain Circumstances. Each Guarantor's obligations hereunder shall remain in full force and effect until the sooner of (i) all Guaranteed Obligations shall have been paid in full and the Commitments under the Credit Agreement shall have terminated or expired, or (ii) the Administrative Agent releases such Guarantor's obligations hereunder in writing. If at any time any payment of the principal of or interest on any Loan or any other amount payable by the Borrower under the Credit Agreement or any other Loan Document is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, each Guarantor's obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time.

SECTION 7. Waiver of Notice. Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Borrower, any other guarantor of the Guaranteed Obligations, or any other Person.

SECTION 8. Judgment Currency. Each Guarantor hereby agrees that if, in the event that a judgment against it is given in relation to any sum due hereunder to the Administrative Agent or any Lender, such judgment is given in a currency (the "Judgment Currency") other than that in which such sum was originally denominated (the "Original Currency"), such Guarantor agrees to indemnify the Administrative Agent or such Lender, as the case may be, to the extent that the amount of the Original Currency which could have been purchased by the Administrative Agent in accordance with normal banking procedures on the Foreign Currency Business Day following receipt of such sum is less than the sum originally due hereunder in the Original Currency, and if the amount so purchased exceeds the amount which could have been so purchased had such purchase been made on the day on which such judgment was given or, if such day is not a Foreign Currency Business Day, on the Foreign Currency Business Day immediately preceding such judgment, the Administrative Agent or the applicable Lender agrees to remit such excess to such Guarantor. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in an Original Currency into a Judgment Currency, each Guarantor agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such Judgment Currency with such Original Currency on the Foreign Currency Business Day preceding that on which final judgment is given. The agreement in this Section 8 shall survive the termination of this Agreement.

SECTION 9. Stay of Acceleration. If acceleration of the time for payment of any amount payable by the Borrower under the Credit Agreement, any Loan or any other Loan Document is stayed upon the insolvency, bankruptcy or reorganization of the Borrower, all such amounts otherwise subject to acceleration under the terms of the Credit Agreement, any Loan or any other Loan Document shall nonetheless be payable by each Guarantor hereunder forthwith on demand by the Administrative Agent.

SECTION 10. Right of Set Off. If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such

Lender to or for the credit or the account of any Guarantor against any or all the past due obligations of such Guarantor now or hereafter existing under this Guaranty, and the other Loan Documents, irrespective of whether or not such Lender shall have made any demand under this Guaranty or any other Loan Document. The rights of each Lender under this Section 10 are in addition to other rights and remedies (including other rights of set off) which such Lender may have.

SECTION 11. Notices. All notices, requests and other communications to any party hereunder shall be given or made in accordance with Section 10.01 of the Credit Agreement, with notices, requests and other communications to any Guarantor being delivered to the Borrower as provided in such Section 10.01.

SECTION 12. No Waivers. No failure or delay by the Administrative Agent or any Lenders in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in this Guaranty, the Credit Agreement, the Notes, and the other Loan Documents shall be cumulative and not exclusive of any rights or remedies provided by law.

SECTION 13. Successors and Assigns. This Guaranty is for the benefit of the Administrative Agent and the Lenders and their respective successors and permitted assigns and in the event of a permitted assignment of any amounts payable under the Credit Agreement, the Notes, and the other Loan Documents the rights hereunder, to the extent applicable to the indebtedness so assigned, may be transferred with such indebtedness. This Guaranty shall be binding upon each Guarantor and its successors and permitted assigns.

SECTION 14. Changes in Writing. Neither this Guaranty nor any provision hereof may be changed, waived, discharged or terminated orally, but only in writing signed by each Guarantor and the Administrative Agent.

SECTION 15. GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF GEORGIA. EACH GUARANTOR HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF GEORGIA AND OF ANY GEORGIA STATE COURT SITTING IN ATLANTA, GEORGIA AND FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS GUARANTY (INCLUDING, WITHOUT LIMITATION, ANY OF THE OTHER LOAN DOCUMENTS) OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH GUARANTOR, AND THE ADMINISTRATIVE AGENT AND THE LENDERS ACCEPTING THIS GUARANTY, HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING

OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 16. Taxes, etc. All payments required to be made by each Guarantor hereunder shall be made without set off or counterclaim and free and clear of and without deduction or withholding for or on account of, any Taxes; provided, however, that if a Guarantor is required by law to make such deduction or withholding, such Guarantor shall forthwith pay to the Administrative Agent or any Lender, as applicable, such additional amount as results in the net amount received by the Administrative Agent or any Lender, as applicable, equaling the full amount which would have been received by the Administrative Agent or any Lender, as applicable, had no such deduction or withholding been made.

SECTION 17. Additional Guarantors. Upon execution and delivery by any Subsidiary of the Borrower of an instrument in the form of Annex 1 attached hereto, such Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named a Guarantor herein (each an "Additional Guarantor"). The execution and delivery of any such instrument shall not require the consent of any other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any Additional Guarantor as a party to this Guaranty.

SECTION 18. Other Guarantees. This Guaranty is in addition to, and does not supersede or otherwise replace or affect, any other guaranty that may previously have been executed, or may in the future be executed, in respect of any of the Guaranteed Obligations.

SECTION 19. Counterparts. This Guaranty may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Guaranty by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Guaranty.

IN WITNESS WHEREOF, each Guarantor and the Administrative Agent have caused this Guaranty to be duly executed by its authorized officer as of the day and year first above written.

BELDEN COMMUNICATIONS COMPANY

By:    /s/ Paul Schlessman
       --------------------------------------
Name:  Paul Schlessman
       --------------------------------------
Title: Vice President
       --------------------------------------

BELDEN WIRE & CABLE COMPANY

By:     /s/ Paul Schlessman
        -------------------------------------
Name:   Paul Schlessman
        -------------------------------------
Title:  Vice President
        -------------------------------------

WACHOVIA BANK, N.A., as Administrative Agent

By:      /s/ A. B. Deskins
       --------------------------------------
Name:  Andrew B. Deskins
       --------------------------------------
Title:  S.V.P.
       --------------------------------------

SCHEDULE I

GUARANTORS

Belden Communications Company

Belden Wire & Cable Company

ANNEX 1

SUPPLEMENT TO GUARANTY

THIS SUPPLEMENT TO GUARANTY (this "Supplement") dated as of ____________, made by ____________________________, a ___________ (the "Additional Guarantor"), in favor of the Administrative Agent, for the ratable benefit of the Lenders, under the Credit Agreement referred to below.

A. Reference is made to the Credit Agreement dated as of June 21, 2001 (as the same may have been or may hereafter be amended, supplemented, and restated from time to time, the "Credit Agreement"), among Belden Inc., a Delaware corporation (the "Borrower"), Wachovia Bank, N.A., as Administrative Agent (the "Administrative Agent"), and the banks and lending institutions from time to time that are lenders thereunder (the "Lenders").

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

C. The Guarantors have entered into the Guaranty in order to induce the Lenders to make Loans to the Borrower under the Credit Agreement. Pursuant to Section 5.08 of the Credit Agreement, certain Subsidiaries of the Borrower are required to enter into the Guaranty and become a Guarantor thereunder. The undersigned (the "Additional Guarantor") is executing this Supplement in accordance with the requirements of the Guaranty to become a Guarantor under the Guaranty in order to induce the Lenders to make Loans to the Borrower and as consideration for Loans previously made.

Accordingly, the Administrative Agent and the Additional Guarantor agree as follows:

SECTION 1.

(a) By its signature below, the Additional Guarantor becomes a Guarantor under the Guaranty with the same force and effect as if originally named therein as a Guarantor therein, and the Additional Guarantor hereby (a) agrees to all the terms and provisions of the Guaranty applicable to it as a Guarantor thereunder, and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true and correct on and as of the date hereof. Each reference to a "Guarantor" in the Guaranty shall be deemed to include the Additional Guarantor. The Guaranty is hereby incorporated herein by reference.

(b) Without limiting the foregoing, the Additional Guarantor hereby jointly and severally (with respect to the obligations of the Guarantors under the Guaranty) irrevocably and unconditionally guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all principal of, and interest on, each Loan made pursuant to the Credit Agreement, all indemnity obligations of the Borrower, and all other amounts payable by the Borrower under the Credit Agreement and the other Loan Documents (including, without limitation, interest accruing or that would have

accrued after the filing of a petition in bankruptcy or other insolvency proceeding). Upon failure by the Borrower to pay punctually any such amount, the Additional Guarantor agrees that it shall forthwith on demand pay the amount not so paid at the place and in the manner specified in the Credit Agreement, the Notes, and the relevant Loan Documents, as the case may be. The Additional Guarantor acknowledges and agrees that this is a guarantee of payment when due, and not of collection, and that the obligations of the Additional Guarantor hereunder may be enforced up to the full amount hereof without proceeding against the Borrower, any security held by the Administrative Agent or the Lenders, or against any other Guarantor, the Borrower, or any other party that may have liability on all or any portion of the obligations guaranteed hereby.

SECTION 2. The Additional Guarantor represents and warrants to the Administrative Agent and the Lenders that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to the enforcement of creditors' rights generally and by general equitable principles.

SECTION 3. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single agreement. This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the Additional Guarantor and the Administrative Agent. Delivery of an executed signature page to this Supplement by facsimile transmission shall be effective as delivery of a manually counterpart of this Supplement.

SECTION 4. Except as expressly supplemented hereby, the Guaranty shall remain in full force and effect.

SECTION 5. This Supplement shall be governed by, and construed in accordance with, the laws of the State of Georgia, without giving effect to the principles of conflict of laws thereof.

SECTION 6. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guaranty shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision hereof in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction.) The parties hereto shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 7. All communications and notices hereunder shall be in writing and given as provided in the Guaranty.

SECTION 8. The Additional Guarantor agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Administrative Agent.

IN WITNESS WHEREOF, the Additional Guarantor and the Administrative Agent have duly executed this Supplement to the Guaranty as of the day and year first above written.

[NAME OF ADDITIONAL GUARANTOR]

WACHOVIA BANK, N.A., as Administrative Agent