BELDEN CDT INC. (Form: 10-Q, Received: 11/15/2004 17:11:01)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2004

Commission File No. 001-12561

BELDEN CDT INC.

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		36-3601505 (I.R.S. Employer Identification No.)

7701 Forsyth Boulevard, Suite 800
St. Louis, Missouri 63105
(Address of principal executive offices)

(314) 854-8000
Registrant’s telephone number, including area code

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class		Outstanding at November 10, 2004
Common Stock, $0.01 Par Value		46,885,770

TABLE OF CONTENTS


PART I FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS
		CONSOLIDATED BALANCE SHEETS
		CONSOLIDATED STATEMENTS OF OPERATIONS
		CONSOLIDATED CASH FLOW STATEMENTS
		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 4: DISCLOSURE CONTROLS AND PROCEDURES
PART II OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS
	ITEM 5. OTHER INFORMATION
	ITEM 6.EXHIBITS
Amendment to Rights Agreement
Rentention Award Letter Agreement
Rentention Award Letter Agreement
Rentention Award Letter Agreement
Rentention Award Letter Agreement
Rentention Award Letter Agreement
Rentention Award Letter Agreement
Rentention Award Letter Agreement
Rentention Award Letter Agreement
Rentention Award Letter Agreement
Rentention Award Letter Agreement
1st Amendment to Change of Control Employment Agmt
1st Amendment to Change of Control Employment Agmt
1st Amendment to Change of Control Employment Agmt
1st Amendment to Change of Control Employment Agmt
1st Amendment to Change of Control Employment Agmt
1st Amendment to Change of Control Employment Agmt
1st Amendment to Change of Control Employment Agmt
Form of Restricted Stock Grant
First Amendment to Indemnification Agreement
First Amendment to Indemnification Agreement
First Amendment to Indemnification Agreement
First Amendment to Indemnification Agreement
First Amendment to Indemnification Agreement
First Amendment to Indemnification Agreement
First Amendment to Indemnification Agreement
First Amendment to Indemnification Agreement
First Amendment to Indemnification Agreement
First Amendment to Indemnification Agreement
First Amendment to Indemnification Agreement
Indemnification Agreement
Indemnification Agreement
Indemnification Agreement
Indemnification Agreement
Indemnification Agreement
Indemnification Agreement
Indemnification Agreement
Indemnification Agreement
Indemnification Agreement
Indemnification Agreement
Indemnification Agreement
Indemnification Agreement
Indemnification Agreement
Indemnification Agreement
Indemnification Agreement
Indemnification Agreement
Indemnification Agreement
Indemnification Agreement
3rd Amend to Supp. Excess Defined Contribution Plan
3rd Amend to Supp. Excess Defined Contribution Plan
Trust Agreement
Trust Agreement
Trust Agreement
First Amendment to Trust Agreement
Amendment to 2003 Employee Stock Purchase Plan
Amendment to Employee Share Ownership Plan
Amend to Amend & Rstd 1988 Employee Stock Purchase & Option Plan
First Amendment to Credit & Security Agreement
Consent & 2nd Amend to Credit & Security Agreement
302 Certification of Chief Executive Officer
302 Certification of Chief Financial Officer
906 Certification of Chief Executive Officer
906 Certification of Chief Financial Officer

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BELDEN CDT INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	September 30,			December 31,
	2004			2003
(in thousands)	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	152,448		$	94,955
Receivables		186,603			83,242
Inventories		209,883			80,958
Income taxes receivable		1,680			1,770
Deferred income taxes		31,886			9,946
Other current assets		12,543			6,218
Current assets of discontinued operations		31,820			107,302

Total current assets		626,863			384,391
Property, plant and equipment, less accumulated depreciation		352,658			189,129
Goodwill and other intangibles, less accumulated amortization		306,977			79,480
Other long-lived assets		13,581			5,990
Long-lived assets of discontinued operations		20,281			14,565

	$	1,320,360		$	673,555

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	183,438		$	89,179
Current maturities of long-term debt		15,005			65,951
Current liabilities of discontinued operations		14,606			28,003

Total current liabilities		213,049			183,133
Long-term debt		233,755			136,000
Postretirement benefits other than pensions		31,139			10,201
Deferred income taxes		66,072			43,112
Other long-term liabilities		40,686			20,994
Long-term liabilities of discontinued operations		575			5,705
Minority interest		8,687			—
Stockholders’ equity
Common stock		497			262
Additional paid-in capital		483,341			39,022
Retained earnings		228,723			237,087
Accumulated other comprehensive income		16,952			7,461
Unearned deferred compensation		(3,116	)		(1,700	)
Treasury stock		—			(7,722	)

Total stockholders’ equity		726,397			274,410

	$	1,320,360		$	673,555

The accompanying notes are an integral part of these Consolidated Financial Statements

BELDEN CDT INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2004			2003			2004			2003
(in thousands, except per share data)
Revenues	$	281,454		$	155,297		$	635,864		$	462,414
Cost of sales		228,036			124,174			516,970			374,266

Gross profit		53,418			31,123			118,894			88,148
Selling, general and administrative expenses		47,527			24,447			96,985			71,141
Other operating expenses		8,871			—			8,871			352

Operating earnings/(loss)		(2,980	)		6,676			13,038			16,655
Nonoperating income		—			—			(1,732	)		—
Minority interest in earnings		225			—			225			—
Interest expense		3,537			3,131			9,870			9,620

Income/(loss) before taxes		(6,742	)		3,545			4,675			7,035
Income tax expense/(benefit)		(3,669	)		(39	)		(529	)		1,700

Net income/(loss) from continuing operations		(3,073	)		3,584			5,204			5,335
Net loss from discontinued operations, net of tax benefit of $1,489, $1,547, $5,606 and $4,249, respectively		(2,809	)		(2,751	)		(10,128	)		(7,553	)
Net gain/(loss) on disposal of discontinued operations, net of tax expense/(benefit) of $(860), $0, $839 and $0, respectively		(1,529	)		—			1,491			—

Net income/(loss)	$	(7,411	)	$	833		$	(3,433	)	$	(2,218	)

Weighted average number of common shares and equivalents:
Basic		42,517			25,136			31,266			25,131
Diluted		42,517			25,439			31,643			25,348

Basic earnings/(loss) per share:
Continuing operations	$	(.07	)	$	.14		$	.16		$	.21
Discontinued operations		(.07	)		(.11	)		(.32	)		(.30	)
Disposal of discontinued operations		(.03	)		—			.05			—
Earnings/(loss) per share		(.17	)		.03			(.11	)		(.09	)

Diluted earnings/(loss) per share:
Continuing operations	$	(.07	)	$	.14		$	.16		$	.21
Discontinued operations		(.07	)		(.11	)		(.32	)		(.30	)
Disposal of discontinued operations		(.03	)		—			.05			—
Earnings/(loss) per share		(.17	)		.03			(.11	)		(.09	)

Dividends declared per share	$	.05		$	.05		$	.15		$	.15

The accompanying notes are an integral part of these Consolidated Financial Statements

BELDEN CDT INC. AND SUBSIDIARIES

CONSOLIDATED CASH FLOW STATEMENTS

(Unaudited)


Nine Months Ended September 30,	2004			2003
(in thousands)
Cash flows from operating activities:
Net income/(loss)	$	(3,433	)	$	(2,218	)
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Depreciation and amortization		21,663			26,865
Asset impairment charges		8,871			352
Stock compensation		4,264			1,253
Gain on disposal of assets		(4,363	)		—
Other		225			2,872
Changes in operating assets and liabilities: ⁽¹⁾
Receivables		(1,430	)		3,564
Inventories		(5,836	)		36,242
Accounts payable and accrued liabilities		(2,316	)		(23,104	)
Current and deferred income taxes, net		(23,110	)		(3,485	)
Other assets and liabilities, net		3,751			16,666

Net cash provided by/(used for) operating activities		(1,714	)		59,007
Cash flows from investing activities:
Capital expenditures		(5,289	)		(13,994	)
Proceeds from disposal of assets		82,638			159

Net cash provided by/(used for) investing activities		77,349			(13,835	)
Cash flows from financing activities:
Net borrowings/(repayments)		(64,211	)		—
Proceeds from exercise of stock options		—			85
Cash dividends paid		(4,931	)		(3,801	)

Net cash used for financing activities		(69,142	)		(3,716	)
Effect of exchange rate changes on cash and cash equivalents		94			1,277

Increase in cash and cash equivalents		6,587			42,733
Cash received from merger		50,906			—
Cash and cash equivalents, beginning of period		94,955			19,409

Cash and cash equivalents, end of period	$	152,448		$	62,142

Supplemental cash flow information:
Income tax refunds received	$	1,068		$	10,574
Income taxes paid		(3,030	)		(11,926	)
Interest paid, net of amount capitalized		(15,147	)		(14,645	)

⁽¹⁾ Net of the effects of exchange rate changes and acquired businesses.

The accompanying notes are an integral part of these Consolidated Financial Statements

BELDEN CDT INC. AND SUBSIDIARIES
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
(Unaudited)


															Accumulated
												Unearned			Other
	Common		Paid-In			Retained			Treasury			Deferred			Comprehensive
	Stock		Capital			Earnings			Stock			Compensation			Income/(Loss)			Total
(in thousands)
Balance at December 31, 2002	$	262	$	40,917		$	302,900		$	(17,011	)	$	(2,014	)	$	(17,859	)	$	307,195
Net loss							(2,218	)											(2,218	)
Foreign currency translation adjustments																11,564			11,564
Minimum pension liability adjustments																(64	)		(64	)

Comprehensive income																			9,282
Issuance of stock:
Exercise of stock options				(1	)					86									85
Stock compensation				(560	)					1,896			(1,234	)					102
Employee stock purchase plans				(17	)					78									61
Retirement savings plan				(851	)					3,662									2,811
Amortization of unearned deferred compensation													1,151						1,151
Cash dividends ($.05 per share)							(3,801	)											(3,801	)

Balance at September 30, 2003	$	262	$	39,488		$	296,881		$	(11,289	)	$	(2,097	)	$	(6,359	)	$	316,886

Balance at December 31, 2003	$	262	$	39,022		$	237,087		$	(7,722	)	$	(1,700	)	$	7,461		$	274,410
Net loss							(3,433	)											(3,433	)
Foreign currency translation adjustments																9,479			9,479
Minimum pension liability adjustments																12			12

Comprehensive income																			6,058
Issuance of stock:
Exercise of stock options		1		1,860						121									1,982
Stock compensation				1,811						1,160			(3,881	)					(910	)
Employee stock purchase plans				184						54									238
Retirement savings plans				477						1,802									2,279
Amortization of unearned deferred compensation													2,991						2,991
Cash dividends ($.05 per share)							(4,931	)											(4,931	)
Merger between Belden Inc. and Cable Design Technologies Corporation		234		439,987						4,585			(526	)					444,280

Balance at September 30, 2004	$	497	$	483,341		$	228,723		$	—		$	(3,116	)	$	16,952		$	726,397

The accompanying notes are an integral part of these Consolidated Financial Statements

BELDEN CDT INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1: Financial Statement Presentation

Basis of Presentation

The accompanying Consolidated Financial Statements include Belden CDT Inc. and all of its subsidiaries (the Company ). The Company, formerly called Cable Design Technologies Corporation ( CDT ), merged with Belden Inc. ( Belden ) and changed its name to Belden CDT Inc. on July 15, 2004. All significant affiliate accounts and transactions are eliminated in consolidation. The financial information presented as of any date other than December 31, 2003 and December 31, 2002 has been prepared from the books and records without audit. The accompanying Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information or the Notes to Consolidated Financial Statements required by accounting principles generally accepted in the United States for complete statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of such financial statements have been included. These Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in the Company’s Current Report on Form 8-K filed on May 26, 2004, the Belden Annual Report on Form 10-K for the year ended December 31, 2003 and the CDT Annual Report on Form 10-K for the year ended July 31, 2003.

Foreign Currency Translation

For international operations with functional currencies other than the United States dollar, asset and liability accounts are translated at current exchange rates; income and expenses are translated using average exchange rates. Resulting translation adjustments, as well as gains and losses from certain affiliate transactions, are reported in accumulated other comprehensive income/(loss), a separate component of stockholders’ equity. Exchange gains and losses on transactions are included in operating earnings/(loss).

Use of Estimates in the Preparation of the Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made to the 2003 Consolidated Financial Statements in order to conform to the 2004 presentation.

Note 2: Summary of Significant Accounting Policies

Stock-Based Compensation

The Company has six stock compensation plans-the Belden 2003 Long-Term Incentive Plan, the Belden 1994 Incentive Plan, the CDT 2001 Long-Term Performance Incentive Plan, the CDT 1999 Long-Term Performance Incentive Plan, the CDT Long-Term Performance Incentive Plan and the CDT Supplemental Long-Term Performance Incentive Plan (together, the Incentive Plans ) as well as three employee stock purchase plans-the Belden 2003 Employee Stock Purchase Plan, the Belden 1994 Employee Stock Purchase Plan and the CDT 1998 Employee Stock Purchase Plan (together, the Stock Purchase Plans ).

The Belden 1994 Incentive Plan expired by its own terms in October 2003 and no future awards are available under this plan. Although neither plan has been terminated, there are also no future awards available under either the CDT 1999 Long-Term Performance Incentive Plan or the CDT Long-Term Performance Incentive Plan. The Belden 1994 Employee Stock Purchase Plan expired by its own terms in September 2003 and no future purchase rights are available under this plan. Options and stock purchase rights granted under these plans affected pro forma operating results for the quarter ended September 30, 2003.

Under the Incentive Plans, certain employees of the Company are eligible to receive awards in the form of stock options, stock appreciation rights, restricted stock grants and performance shares. The Company accounts for stock options using the intrinsic value method provided in Accounting Principles Board Opinion ( APB ) No. 25, Accounting for Stock Issued to Employees . Accordingly, no compensation cost has been recognized for options granted under the Incentive Plans. The Company accounts for restricted stock grants under APB No. 25 as fixed-plan awards since both the aggregate number of awards issued and the aggregate amount to be paid by the participants for the common stock is known. Compensation related to the grants is measured as the difference between the market price of the Company’s common stock at the grant date and the amount to be paid by the participants for the common stock. Compensation costs associated with each restricted stock grant are amortized to expense over the grant’s vesting period.

Under the Stock Purchase Plans, eligible employees receive the right to purchase a specified amount of the Company’s common stock. Under the Belden 2003 Employee Stock Purchase Plan and the CDT 1998 Employee Stock Purchase Plan, participants purchase common stock at the lesser of 85% of the fair market value on the offering date or 85% of the fair market value on the exercise date. Under the Belden 1994 Employee Stock Purchase Plan, participants purchased common stock at the lesser of 85% of the fair market value on the offering date or 100% of the fair market value on the exercise date. The Company accounts for these purchase rights using the intrinsic value method provided by APB No. 25. Accordingly, no compensation cost has been recognized for purchase rights granted under the Stock Purchase Plans.

The Company adopted the disclosure rules under Statement of Financial Accounting Standards ( SFAS ) No. 148 , Accounting for Stock-Based Compensation-Transition and Disclosure , effective December 2002. The effect on operating results of calculating the Company’s stock-based employee compensation costs as if the fair value method had been applied to all stock awards is as follows:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2004			2003			2004			2003
(in thousands, except per share amounts)
Reported net income/(loss)	$	(7,411	)	$	833		$	(3,433	)	$	(2,218	)
Stock-based employee compensation expense included in reported net income/(loss), net of tax		2,189			248			2,627			724
Stock-based employee compensation expense determined using the fair value method, net of tax		(4,170	)		(496	)		(5,013	)		(1,639	)

Pro forma net income/(loss)	$	(9,392	)	$	585		$	(5,819	)	$	(3,133	)

Basic earnings/(loss) per share:
Reported	$	(.17	)	$	.03		$	(.11	)	$	(.09	)
Pro forma		(.22	)		.02			(.19	)		(.12	)

Diluted earnings/(loss) per share:
Reported	$	(.17	)	$	.03		$	(.11	)	$	(.09	)
Pro forma		(.22	)		.02			(.18	)		(.12	)

At July 15, 2004, participants in the Company’s Incentive Plans held approximately 0.4 million unvested stock options and 0.4 million shares of unvested restricted stock. Each of the Company’s Incentive Plans provides that, in the event of a change of control such as the merger between Belden and CDT, all stock options granted under the Incentive Plans become fully vested and all restrictions on grants of restricted stock issued under the Incentive Plans lapse. Each of the Company’s executive officers (other than one officer who retired upon consummation of Merger) waived the lapse of restrictions on his or her restricted stock in connection with the merger between Belden and CDT. The Company recognized $2.8 million of compensation expense during the third quarter of 2004 related to the lapse of restrictions on restricted stock granted under its Incentive Plans. The Company also included $3.2 million of pro forma compensation expense in the calculation of pro forma income/(loss) above that was related to the accelerated vesting of all previously unvested stock options under its Incentive Plans and was determined using the fair value method pursuant to SFAS No. 148.

The fair value of common stock options outstanding under the Incentive Plans and the fair value of stock purchase rights outstanding under the Stock Purchase Plans were estimated at the date of grant using the Black-Scholes option-pricing model.

There were no stock purchase rights granted under the Stock Purchase Plans during the three- and nine-month periods ended September 30, 2004 and 2003. For the three- and nine-month periods ended September 30, 2004 and 2003, weighted average assumptions used to determine the fair values of stock options granted during each period included the following:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2004			2003			2004			2003
Dividend yield		5.85	%		12.29	%		6.31	%		10.71	%
Expected volatility		39.46	%		41.71	%		39.53	%		41.80	%
Expected life (in years)		6.00			7.00			6.31			7.00
Risk free interest rate		3.90	%		3.55	%		3.79	%		3.40	%

For the three- and nine-month periods ended September 30, 2004 and 2003, the weighted average per share fair values of options granted under the Incentive Plans during each period were as follows:

Three Months Ended

Nine Months Ended

September 30,

2004

2003

2004

2003

Incentive Plans

5.42

1.07

4.74

1.57

The Black-Scholes option-pricing model was developed to estimate the fair value of market-traded options. Incentive stock options and stock purchase rights have certain characteristics, including vesting periods and non-transferability, which market-traded options do not possess. Due to the significant effect that changes in assumptions and differences in option and purchase right characteristics might have on the fair values of stock options and stock purchase rights, the models may not accurately reflect the fair values of the stock options and stock purchase rights.

At July 15, 2004, participants in the Company’s Belden 2003 Employee Stock Purchase Plan held rights to purchase approximately 0.1 million shares of the Company’s common stock at $14.92 per share. The Company’s Belden 2003 Employee Stock Purchase Plan provides that, in the event of a change of control such as the merger between Belden and CDT, the Company’s Board of Directors may cancel any stock purchase right by paying in cash to a participant an amount equal to the excess of the fair market value of the Company’s common stock on the date of said cancellation over the offering date price per share times the number of shares covered by the cancelled stock purchase right. The fair market value of the Company’s common stock on the consummation date of the merger between Belden and CDT was $20.69 per share. The Company recognized $0.4 million of compensation expense during the third quarter of 2004 related to the cancellation of stock purchase rights granted under its Belden 2003 Employee Stock Purchase Plan.

Shipping and Handling Costs

In accordance with Emerging Issues Task Force Abstract ( EITF ) No. 00-10, Accounting for Shipping and Handling Fees and Costs , the Company includes fees earned on the shipment of product to customers in revenues and includes costs incurred on the shipment of product to customers as cost of sales. Certain handling costs, primarily incurred at the Company’s distribution centers, totaling $1.7 million and $1.6 million were included in selling, general and administrative expenses for the three-month periods ended September 30, 2004 and 2003, respectively. Handling costs totaling $5.2 million and $4.8 million were included in selling, general and administrative expenses for the nine-month periods ended September 30, 2004 and 2003, respectively.

Interest Expense

The Company presents interest expense net of capitalized interest costs and interest income earned on cash equivalents.


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2004			2003			2004			2003
(in thousands)
Gross interest expense	$	4,143		$	3,286		$	10,904		$	10,063
Capitalized interest costs		(8	)		(26	)		(22	)		(140	)
Interest income earned on cash equivalents		(598	)		(129	)		(1,012	)		(303	)

Net interest expense	$	3,537		$	3,131		$	9,870		$	9,620

Note 3: Business Combination

Belden and CDT entered into an Agreement and Plan of Merger, dated February 4, 2004 (the Merger Agreement ), pursuant to which Belden merged with and became a wholly owned subsidiary of CDT (the Merger) . On July 15, 2004, after receiving the appropriate stockholder approvals and pursuant to the Merger Agreement, Belden and CDT completed the Merger. Pursuant to the Merger Agreement, 25.6 million shares of Belden common stock, par value $.01 per share, were converted into 25.6 million shares of CDT common stock and CDT changed its name to Belden CDT Inc.

Belden and CDT each believed the Merger was in the best interests of its respective stockholders because, as a result of the Merger, the long-term value of an investment in the combined company would likely be superior to the long-term value of an investment in either stand-alone company. In deciding to consummate the Merger, Belden and CDT considered various factors, including the following:

• The anticipated cost savings and synergies to be available to Belden CDT resulting from its ability to identify low-cost sources for materials, eliminate duplicative costs of being separate public companies, consolidate manufacturing facilities and access each legacy company’s technology;

• The opportunity to create an electronic cable company with strong earnings before income taxes, depreciation and amortization;

• The potential to market Belden CDT’s products and businesses across a larger customer base;

• The anticipated increase in market liquidity and capital markets access resulting from a larger equity base;

• The increased visibility of Belden CDT to analysts and investors;

• Belden CDT’s anticipated better access to lower cost manufacturing facilities; and

• The attractive degree of financial leverage of Belden CDT.

The Merger included the following significant related transactions:

• CDT effected a one-for-two reverse split of its common stock immediately prior to Merger consummation on July 15, 2004,

• Belden cancelled approximately 0.3 million shares of its common stock held in treasury on July 15, 2004.

• The Company granted retention and integration awards to certain of its executive officers and other key employees totaling $5.3 million. Awards paid in cash and restricted stock will be distributed in three installments—one-third on the effective date of the Merger and one third each on the first and second anniversaries of the effective date of the Merger. The Company recognized approximately $2.2 million of compensation expense during the third quarter of 2004 related to these awards. The Company will recognize approximately $0.4 million of compensation expense during the fourth quarter of 2004 related to these awards.

After the Merger consummation on July 15, 2004, the Company had approximately 46.6 million shares of common stock outstanding. On that date, the former CDT stockholders and former Belden stockholders respectively owned approximately 45% and 55% of the Company. The Company anticipates that annual dividends in the aggregate of $0.20 per common share will be paid to all common stockholders. The first quarterly dividend of $0.05 per common share was declared payable on October 4, 2004 to all shareholders of record as of September 17, 2004.

In accordance with the provisions of SFAS No. 141, Business Combinations , the Merger was treated as a reverse acquisition under the purchase method of accounting. Belden was considered the acquiring enterprise for financial reporting purposes because Belden’s owners as a group retained or received the larger portion of the voting rights in the Company and Belden’s senior management represented a majority of the senior management of the Company.

The preliminary cost to acquire CDT was $450.4 million and consisted of the exchange of common stock discussed above, change of control costs for legacy CDT operations and costs incurred by Belden related directly to the acquisition. The purchase price was established primarily through the negotiation of the share exchange ratio. The share exchange ratio was intended to value both Belden and CDT so that neither company paid a premium over equity market value for the other. The Company established a new accounting basis for the assets and liabilities of CDT based upon the fair values thereof as of the Merger date. The Company recorded preliminary goodwill of $158.0 million during the third quarter of 2004.

For financial reporting purposes, the results of operations of CDT are included in the Company’s statement of operations from July 16, 2004.

The Company has prepared a preliminary estimate of the fair values assigned to each major asset and liability caption of CDT as of the July 15, 2004 effective date of the Merger. This preliminary estimate reflects a purchase price allocation based on estimates of the fair values of certain assets and liabilities. These values are subject to change until certain third party valuations have been finalized and changes in these values could have a material impact on the purchase price allocation and the resulting amounts of the assets and liabilities disclosed below.


	As of
	July 15, 2004
(in millions)
Cash and cash equivalents	$	50.4
Receivables		80.6
Inventories		115.7
Other current assets		19.9
Current assets of discontinued operations		20.1
Property, plant and equipment		177.8
Goodwill and other intangibles		228.5
Other long-lived assets		19.2
Long-lived assets of discontinued operations		13.5

Total assets	$	725.7
Current liabilities	$	88.1
Current liabilities of discontinued operations		12.9
Long-term debt		111.0
Pension and other postretirement benefits liabilities		21.0
Other long-term liabilities		33.9
Minority interest		8.4

Total liabilities	$	275.3

Differences between the amounts reflected above and the amounts disclosed in the Company’s Form 8-K/A (Amendment No.2) are due to updated information about certain estimates obtained by management subsequent to the filing of such Form 8-K/A.

Goodwill and other intangible assets reflected above were determined by management to meet the criterion for recognition apart from tangible assets acquired and liabilities assumed and include the following:


	Estimated		Amortization
	Fair Value		Period
	(in millions)		(in years)
Developed technologies	$	6.4		20.0
Customer relations		37.9		24.9
Favorable contracts		0.9		3.5
Backlog		0.7		0.8

Total amortizable intangible assets		45.9
Trademarks		24.6
Goodwill		158.0

Total intangible assets		228.5

Weighted average amortization period				4.8

Goodwill of $51.4 million has preliminarily been assigned to the Electronics segment. The residual goodwill of $95.2 million has preliminarily not been assigned to any specific segment since management believes it benefits the entire company and is therefore included in Finance and Administration ( F&A ) in the segment information.

Trademarks have been determined by management to have indefinite lives and will not be amortized, based on management’s expectation that the trademarked products will generate cash flows for the Company for an indefinite period. Management expects to maintain use of trademarks on existing products and introduce new products in the future that will also display the trademarks, thus extending their lives indefinitely.

The amortizable intangible assets reflected in the table above were determined by management to have finite lives. The useful life for the developed technologies intangible asset was based on the remaining lives of the related patents. The useful life for the customer base intangible asset was based on management’s forecasts of customer turnover. The useful life for the favorable contracts intangible asset was based on the remaining terms of the contracts. The useful life of the backlog intangible assets was based on management’s estimate of the remaining useful life based on when the ordered items would ship.

These amortizable intangible assets will be amortized over their remaining useful lives on a straight-line basis. Annual amortization expense for these intangible assets is expected to be $1.5 million in 2004, $2.8 million in 2005, 2006 and 2007, $2.6 million thereafter. None of the goodwill is deductible for tax purposes.

Belden CDT’s consolidated results of operations for the three and nine-month periods ended September 30, 2004 include the results of operations of the CDT entities for the eleven-week period ended September 30, 2004. The following table presents pro forma consolidated results of operations for Belden CDT for the three-month period ended September 30, 2004 and 2003, and the nine-month periods ended September 30, 2004 and 2003, as though the merger of CDT had been completed as of the beginning of each period. This pro forma information is intended to provide information regarding how Belden CDT might have looked if the merger had occurred as of the dates indicated. The amounts for the CDT entities included in this pro forma information for the three and nine months ended September 30, 2003 and the six and one-half month and two weeks ended July 15, 2004 are based on the historical results of the CDT entities and, therefore, may not be indicative of the actual results of the CDT entities when operated as part of Belden CDT. Moreover, the pro forma information does not reflect all of the changes that may result from the merger, including, but not limited to, challenges of transition, integration and restructuring associated with the transaction; challenges of achieving anticipated synergies; ability to retain qualified employees and existing business alliances; and customer demand for CDT products. The pro forma adjustments represent management’s best estimates based on information available at the time the pro forma information was prepared and may differ from the adjustments that may actually be required. Accordingly, the pro forma financial information should not be relied upon as being indicative of the historical results that would have been realized had the acquisition occurred as of the dates indicated or that may be achieved in the future.


	Three Months Ended September 30,						Nine Months Ended September 30,
	2004			2003			2004			2003
(in thousands, except per share date)
Revenues	$	303,779		$	265,135		$	908,459		$	796,122
Net income/(loss) from continuing operations		(2,905	)		1,194			7,707			6,999
Net income/(loss)		(5,286	)		(2,382	)		(440	)		1,755
Diluted earnings/(loss) per share:
Continuing operations		(.06	)		.03			.16			.15
Earnings/(loss) per share		(.11	)		(.05	)		(.01	)		.04

These pro forma results reflect the pro forma adjustments for interest expense, depreciation, amortization and related income taxes.

Net income/(loss) from continuing operations, net income/(loss) and diluted earnings/(loss) per share for the three and nine month periods ended September 30, 2004 and 2003 include certain material charges and merger-related items incurred during the periods, as listed below on an after-tax basis:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2004		2003		2004			2003
(in thousands)
Impact of inventory purchase adjustments	$	1,624	$	1,624	$	2,276		$	2,276
Merger-related retention awards and other compensation		3,161		—		3,161			—
Merger-related plant closings and other restructuring actions		12,620		—		12,620			—
Merger-related professional fees		1,075		—		1,075
Business restructuring expense and severance charges		—		3,318		—			5,025
Gain on sale of business		—		—		(1,126	)		—

Note 4: Discontinued Operations

The Company currently reports four operations-the Belden Communications Company ( BCC ) Phoenix, Arizona operation; the Raydex/CDT Ltd. ( Raydex ) Skelmersdale, United Kingdom operation; Montrose; and Admiral-as discontinued operations. Each of these operations is reported as a discontinued operation in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets , because (1) the Company’s Board of Directors authorized the Company to sell the assets of each operation and (2) each operation constituted a component of the overall entity.

BCC-Phoenix Operation

On March 12, 2004, the Company’s Board of Directors decided to sell the assets of the BCC manufacturing facility in Phoenix, Arizona. BCC’s Phoenix facility manufactured communications cables for the telecommunications industry. On June 1, 2004, the Company sold certain assets to Superior Essex Communications LLC ( Superior ). Superior purchased certain inventory and equipment, and assumed the Company’s supply agreements with major telecommunications customers, for an amount not to exceed $92.1 million. At the time the transaction closed, the Company received $82.1 million in cash ($47.1 million for inventory and $35.0 million for equipment). The remaining payment of up to $10.0 million is contingent upon Superior’s retention of the assumed customer agreements.

The Company recognized a gain on the disposal of the inventory in the amount of $4.7 million pretax ($3.0 million after tax) for both the three- and six-month periods ended June 30, 2004. During the third quarter of 2004, the Company and Superior agreed to the closing date inventory adjustment that resulted in the Company establishing a payable of $3.9 million to Superior and retaining certain inventory. The Company recognized a loss of $2.4 million pretax ($1.5 million after tax) related to this inventory adjustment during the third quarter of 2004 and recognized a net gain of $2.3 million pretax ($1.5 million after tax) related to the disposal of the inventory and the subsequent inventory adjustment in the nine months ended September 30, 2004.

Raydex-Skelmersdale Operation

On September 10, 2004 the Company announced that it was in discussions with employee representatives regarding its intention to close the Raydex manufacturing facility in Skelmersdale, United Kingdom. The Skelmersdale facility manufactures twisted-pair and coaxial cables for data networking, telecommunications, and broadcast applications. Some of the equipment will be transferred to other European locations of Belden CDT. At September 30, 2004, none of the assets of the Skelmersdale facility had been sold.

Montrose

On September 10, 2004, the Company announced the pending closure and sale of its Montrose cable operation in Auburn, Massachusetts. Montrose, an unincorporated operating division of the Company, manufactures and markets coaxial and twisted-pair cable products principally for the telecommunications industry. Montrose has faced declining demand in recent years. Select equipment will be transferred to other Belden CDT manufacturing locations beginning in December and the Company expects the plant to be closed by early 2005. At September 30, 2004, none of the assets of the Montrose operation had been sold.

Admiral

The Company is currently in discussions with the management of its Admiral operation in Wadsworth, Ohio regarding a management buyout of the operation. Admiral, an unincorporated operating division of the Company, manufactures precision tire castings and is not considered a core business to the Company. At September 30, 2004, none of the assets of the Admiral operation had been sold.

Listed below are the major classes of assets and liabilities belonging to the discontinued operations of the Company at September 30, 2004 that remain as part of the disposal group:


	Networking Segment				Electronics Segment
			Raydex
	BCC Phoenix		Skelmersdale		Montrose		Admiral		Total
(in thousands)
Assets:
Receivables	$	4,032	$	8,504	$	2,000	$	587	$	15,123
Inventories		735		4,830		1,766		—		7,331
Property, plant and equipment, net		7,490		8,696		2,824		899		19,909
Deferred income taxes		8,330		3,217		4,204		530		16,281
Other assets		2,816		955		299		984		2,635

Total assets	$	23,403	$	26,202	$	11,093	$	3,000	$	63,698
Liabilities:
Accounts payable and accrued liabilities	$	9,409	$	10,789	$	3,160	$	330	$	23,688
Other liabilities		792		1,433		62		803		3,090

Total liabilities	$	10,201	$	12,222	$	3,222	$	1,133	$	26,778

Operating results from discontinued operations for the three- and nine-month periods ended September 30, 2004 and 2003 include the following revenues and earnings/(loss) before income tax expense/(benefit) ( EBT ):


Three Months Ended September 30,	2004					2003
	Revenues		EBT			Revenues		EBT
(in thousands)
BCC — Phoenix Operation	$	419	$	(3,390	)	$	52,271	$	(4,298	)
Raydex — Skelmersdale Operation		5,716		(966	)		—		—

Networking Segment		6,135		(4,356	)		52,271		(4,298	)
Montrose		3,702		168			—		—
Admiral		662		(109	)		—		—

Electronics Segment		4,364		59			—		—

Total	$	10,499	$	(4,297	)	$	52,271	$	(4,298	)


Nine Months Ended September 30,	2004					2003
	Revenues		EBT			Revenues		EBT
(in thousands)
BCC — Phoenix Operation	$	93,557	$	(14,826	)	$	155,515	$	(11,802	)
Raydex — Skelmersdale Operation		5,716		(966	)		—		—

Networking Segment		99,273		(15,792	)		155,515		(11,802	)
Montrose		3,702		168			—		—
Admiral		662		(109	)		—		—

Electronics Segment		4,364		59			—		—

Total	$	103,637	$	(15,733	)	$	155,515	$	(11,802	)

Note 5: Share Information


	Common Stock		Treasury Stock
(number of shares in thousands)
Balance at December 31, 2002		26,204		(1,091	)
Issuance of treasury stock:
Exercise of stock options		—		5
Stock compensation		—		103
Employee stock purchase plan settlement		—		4
Retirement savings plan contributions				200

Balance at September 30, 2003		26,204		(779	)

Balance at December 31, 2003		26,204		(547	)
Merger between Belden and CDT		23,380		(3,414	)
Issuance of stock:
Exercise of stock options		90		31
Stock compensation		—		506
Employee stock purchase plan settlement		12		4
Retirement savings plan contributions		—		118

Balance at September 30, 2004		49,686		(3,302	)

Note 6: Earnings/(Loss) Per Share

Basic earnings/(loss) per share are computed by dividing net income/(loss) available to common shareholders by the weighted average number of common shares outstanding. Diluted earnings/(loss) per share are computed by dividing net income/(loss) available to common shareholders by the weighted average number of common shares outstanding plus additional potential dilutive shares assumed to be outstanding. Additional potential shares are calculated for each measurement period based on the treasury stock method, under which repurchases are assumed to be made at the average fair market value price per share of the Company’s common stock during the period. The Company’s additional potential dilutive shares currently consist of stock options, unvested restricted stock and the convertible notes. Unvested restricted stock carries dividend and voting rights but is not included in the weighted average number of common shares outstanding used to compute basic earnings/(loss) per share.


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2004			2003			2004			2003
(in thousands, except per share amounts)
Numerator:
Net income from continuing operations	$	(3,073	)	$	3,584		$	5,204		$	5,335
Net loss from discontinued operations		(2,809	)		(2,751	)		(10,128	)		(7,553	)
Net gain on disposal of discontinued operations		(1,529	)		—			1,491			—

Net income/(loss)	$	(7,411	)	$	833		$	(3,433	)	$	(2,218	)

Denominator:
Denominator for basic earnings/(loss) per share — adjusted weighted average shares		42,517			25,136			31,266			25,131
Effect of dilutive common stock equivalents		—			303			377			217

Denominator for diluted earnings/(loss) per share — adjusted weighted average shares		42,517			25,439			31,643			25,348

Basic earnings/(loss) per share:
Continuing operations	$	(.07	)	$	.14		$	.16		$	.21
Discontinued operations		(.07	)		(.11	)		(.32	)		(.30	)
Disposal of discontinued operations		(.03	)		—			.05			—
Earnings/(loss) per share		(.17	)		.03			(.11	)		(.09	)

Diluted earnings/(loss) per share:
Continuing operations	$	(.07	)	$	.14		$	.16		$	.21
Discontinued operations		(.07	)		(.11	)		(.32	)		(.30	)
Disposal of discontinued operations		(.03	)		—			.05			—
Earnings/(loss) per share		(.17	)		.03			(.11	)		(.09	)

For the three months ended September 30, 2004, the Company did not include any of its outstanding stock equivalents in its development of the denominator used in the dilutive earnings/(loss) per share computation due to the Company’s loss from continuing operations for the quarter. For the nine-month period ended September 30, 2004 and the three- and nine-month periods ended September 30, 2003 the Company did not include 3.3 million, 2.2 million and 2.6 million outstanding stock options, respectively, in its development of the denominators used in the dilutive earnings/(loss) per share computations. The exercise prices of these options were greater than the respective average market price of the Company’s common stock during those measurement periods.

Note 7: Comprehensive Income/(Loss)

Comprehensive income consists of two components-net income/(loss) and other comprehensive income/(loss). Other comprehensive income/(loss) refers to revenues, expenses, gains and losses that under accounting principles generally accepted in the United States are recorded as an element of stockholders’ equity but are excluded from net income/(loss). The Company’s other comprehensive income/(loss) is comprised of (a) adjustments that result from translation of the Company’s foreign entity financial statements from their functional currencies to United States dollars, (b) adjustments that result from translation of intercompany foreign currency transactions that are of a long-term investment nature (that is, settlement is not planned or anticipated in the foreseeable future) between entities that are consolidated in the Company’s financial statements, and (c) minimum pension liability adjustments.

The components of comprehensive income for the three- and nine-month periods ended September 30, 2004 and 2003 were as follows:


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2004			2003		2004			2003
(in thousands, except per share amounts)
Net income/(loss)	$	(7,411	)	$	833	$	(3,433	)	$	(2,218	)
Foreign currency translation adjustments		9,150			1,191		9,479			11,564
Minimum pension liability adjustments		(5	)		—		12			(64	)

Comprehensive income	$	1,734		$	2,024	$	6,058		$	9,282

The components of accumulated other comprehensive income at September 30, 2004 and December 31, 2003 were as follows:


	September 30,			December 31,
	2004			2003
(in thousands)
Foreign currency translation adjustments	$	31,012		$	21,533
Minimum pension liability adjustments, net of tax benefit of $8,653 at both September 30, 2004 and December 31, 2003		(14,060	)		(14,072	)

Accumulated other comprehensive income	$	16,952		$	7,461

Note 8: Inventories

Inventories are stated at the lower of cost or market. The Company determines the cost of certain raw materials, work-in-process and finished goods inventories in the United States by the last in, first out method. The cost of all other inventories, including inventories outside the United States, is determined by the first in, first out method. Cost components include direct labor, applicable production overhead and amounts paid to suppliers of materials and products as well as freight costs and, when applicable, duty costs to import the materials and products. The Company writes down its inventories for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions.

The major classes of inventories at September 30, 2004 and December 31, 2003 were as follows:


	September 30,			December 31,
	2004			2003
(in thousands)
Raw materials	$	54,548		$	14,776
Work-in-process		33,911			11,933
Finished goods		143,203			61,450
Perishable tooling and supplies		3,764			4,080

Gross inventories		235,426			92,239
Excess of current standard costs over LIFO costs		(7,623	)		(7,518	)
Obsolescence and other reserves		(17,920	)		(3,763	)

Net inventories	$	209,883		$	80,958

Note 9: Impairment of Long-Lived Assets

During the third quarter of 2004, the Company identified certain equipment in its Netherlands manufacturing facility and certain United States manufacturing facilities that would no longer be utilized due to the Company’s decision to cease manufacturing certain products in the Netherlands and the disposal of certain United States equipment due to excess capacity (particularly as a result of the combined capacity after the Merger). In accordance with SFAS No. 144, the Company estimated the fair value of the equipment based upon anticipated net proceeds from its sale and recognized an impairment loss of $8.9 million based on the difference between the carrying value of the equipment and its fair value. This loss was reflected as other operating expense during the third quarter of 2004.

Note 10: Accrued Severance and Other Related Benefits

2002 Plan

As of October 31, 2002, the Company recorded severance and other related benefits costs of $11.3 million related to an announced facility closure in Canada. These costs were recognized as a liability assumed in the purchase of the Canadian operation from CDT in October 2002 and included in the allocation of the cost to acquire the operation in accordance with EITF No. 95-3, Recognition of Liabilities in Connection with a Purchase Business Combination. 197 employees were eligible for severance payments.

On December 31, 2002, the Company recorded severance and other related benefits costs in the amount of $6.7 million related to an announced manufacturing facility closure in Germany as operating expense ($4.5 million in cost of sales and $2.2 million in selling, general and administrative expenses) within the Electronics segment in accordance with EITF No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring) . 171 employees were eligible for severance payments. During the second quarter of 2003, the Company recorded additional severance and other related benefits costs in the amount of $0.8 million related to the German manufacturing facility closure as operating expense ($0.5 million in cost of sales and $0.3 million in selling, general and administrative expenses). The Company recorded additional severance and other related benefits costs in the amount of $0.1 million each quarter in the fourth quarter of 2003 and the first and second quarters of 2004 related to the manufacturing facility closure in Germany as selling, general and administrative expense.

2003 Plans

In accordance with SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities , the Company recorded severance and other related benefits costs in the amount of $2.7 million in the third and fourth quarters of 2003 related to personnel reductions within the Electronics segment in the United States, Canada and the Netherlands and within the Communications segment in the United Kingdom as operating expense ($1.4 million in cost of sales and $1.3 million in selling, general and administrative expenses). 132 employees were notified, prior to December 31, 2003, of the pending terminations as well as the amount of severance and other related benefits they each should expect to receive. During the first quarter of 2004, the Company recorded additional severance and other related benefits costs in the amount of $0.5 million related to personnel reductions within the Electronics segment in Canada and the Netherlands as selling, general and administrative expenses. Three employees were notified, prior to March 31, 2004, of the pending terminations as well as the amount of severance and other related benefits they each should expect to receive.

In accordance with SFAS No. 88, Employers’ Accounting for Settlements & Curtailments of Defined Benefit Pension Plans and for Termination Benefits , the Company recorded severance and other related benefits costs in the amount of $1.4 million in the third and fourth quarters of 2003 related to personnel reductions within the Electronics segment in the United States as operating expense ($0.3 million in cost of sales and $1.1 million in selling, general and administrative expenses). Twenty employees were offered and accepted termination packages prior to December 31, 2003.

2004 Plans

On June 1, 2004, the Company announced its decision to close its BCC manufacturing facility in Phoenix, Arizona. In accordance with SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities , the Company recognized severance and other related benefits costs of $4.8 million and $0.8 million associated with the Phoenix facility in net loss from discontinued operations during the second and third quarters of 2004, respectively. The Company anticipates recognizing additional severance and other related benefits costs of $0.2 million during the fourth quarter of 2004 related to the Phoenix facility. 889 employees were notified, prior to June 30, 2004, of the pending termination as well as the amount of severance and other related benefits they each should expect to receive.

In accordance with SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities , the Company recorded severance and other related benefits costs in the amount of $10.2 million in the third quarter of 2004 related to personnel reductions within the Electronics segment in the United States, the Netherlands and Germany as operating expense ($9.5 million in cost of sales and $0.7 million in selling, general and administrative expenses). The Company also recorded severance and other related benefits costs in the amount of $0.4 million in the third quarter of 2004 related to the pending closure of its Electronics segment manufacturing facility in Essex Junction, Vermont in cost of sales. 248 employees were notified, prior to September 30, 2004, of the pending terminations as well as the amount of severance and other related benefits they each should expect to receive.

On September 10, 2004, the Company announced its decision to close legacy CDT operations in Skelmersdale, United Kingdom and Auburn, Massachusetts and to reduce personnel at several other legacy CDT locations. As of the acquisition date, the Company accrued severance and other related benefits costs of $16.7 million associated with the closures and the personnel reductions. These costs were recognized as a liability assumed in the purchase and included in the allocation of the cost to acquire CDT in accordance with EITF No. 95-3, Recognition of Liabilities in Connection with a Purchase Business Combination . 504 employees were eligible for severance payments.

The Company anticipates making substantially all severance payments against these accruals within one year of each accrual date.

The following table sets forth termination activity that occurred during the three- and nine-month periods ended September 30, 2004:


													Total Number
													of Employees
										Total			Eligible for
										Severance and			Severance and
										Other Related			Other Related
	2002 Plan			2003 Plans			2004 Plans			Benefits			Benefits
(in thousands, except number of employees)
Balance at December 31, 2003	$	1,023		$	2,386		$	—		$	3,409			119
Cash payments/terminations		(989	)		(762	)		—			(1,751	)		(33	)
New charges		145			454			—			599			3
Foreign currency translation		(7	)		(17	)		—			(24	)		—
Other adjustments		—			—			—			—			—

Balance at March 31, 2004		172			2,061			—			2,233			89
Cash payments/terminations		(215	)		(806	)		(2,794	)		(3,815	)		(750	)
New charges		96			42			4,795			4,933			890
Foreign currency translation		(1	)		(5	)		—			(6	)		—
Other adjustments		—			(46	)		—			(46	)		—

Balance at June 30, 2004		52			1,246			2,001			3,299			229
Cash payments/terminations		(52	)		(437	)		(9,696	)		(10,185	)		(149	)
New charges		—			3			28,064			28,067			718
Foreign currency translation		—			15			—			15			—
Other adjustments		—			(267	)		—			(267	)		—

Balance at September 30, 2004	$	—		$	560		$	20,369		$	20,929			798

The Company continues to review its business strategies and evaluate further restructuring actions. This could result in additional severance and other related benefits charges in future periods.

Note 11: Long-Term Debt and Other Borrowing Arrangements

Medium-Term Notes

In 1997, the Company completed a private placement of $75.0 million of unsecured medium-term notes. The notes bear interest at 6.92% and mature in $15.0 million annual increments in August 2005 through August 2009. In 1999, the Company completed a private placement of $64.0, $44.0 and $17.0 million in unsecured debt. The notes bear interest at 7.65%, 7.75%, and 8.06%, respectively, and mature in September 2004, September 2006, and September 2009, respectively. The agreements for these notes contain various customary affirmative and negative covenants and other provisions, including restrictions on the incurrence of debt, maintenance of maximum leverage ratio and minimum net worth. The Company repaid the $64.0 million tranche of the 1999 placement in September 2004.

Credit Agreement

There were no outstanding borrowings at September 30, 2004 under the Company’s credit agreement dated October 9, 2003 ( Credit Agreement ). The Credit Agreement provides for a secured, variable-rate and revolving credit facility not to exceed $75.0 million expiring in June 2006. In general, a portion of the Company’s assets in the United States, other than real property, secures any borrowing under the Credit Agreement. The amount of any such borrowing is subject to a borrowing base comprised of a portion of the Company’s inventories and receivables located in the United States. A fixed charge coverage ratio covenant becomes applicable if the Company’s excess borrowing capacity falls below $25.0 million. The Company had $29.2 million in borrowing capacity available at September 30, 2004.

The Company does not anticipate a need during the year ending December 31, 2004 for funds available under the Credit Agreement to meet its capital expenditure, dividend and working capital needs.

Convertible Notes

Holders may surrender their debentures for conversion upon satisfaction of any of the following conditions: (1) the closing sale price of the Company’s common stock is at least 110% of the conversion price for a minimum of 20 days in the 30 trading-day period ending on the trading day prior to surrender; (2) the senior implied rating assigned to the Company by Moody’s Investors Service, Inc. is downgraded to B2 or below and the corporate credit rating assigned to the Company by Standard & Poor’s is downgraded to B or below; (3) the Company has called the debentures for redemption; or (4) upon the occurrence of certain corporate transactions as specified in the indenture. As of September 30, 2004, condition (1) had been met. However, none of the other conditions had occurred. The senior implied rating was Ba2, and the corporate credit rating was BB-.

Interest of 4.0% is payable semiannually in arrears, on January 15 and July 15. The debentures mature on July 15, 2023, if not previously redeemed.

The Company may redeem some or all of the debentures on or after July 21, 2008, at a price equal to 100% of the principal amount of the debentures plus accrued and unpaid interest up to the redemption date. Holders may require the Company to purchase all or part of their debentures on July 15, 2008, July 15, 2013, or July 15, 2018, at a price equal to 100% of the principal amount of the debentures plus accrued and unpaid interest up to the redemption date, in which case the purchase price may be paid in cash, shares of the Company’s common stock or a combination of cash and the Company’s common stock, at the Company’s option.

Short-Term Borrowings

At September 30, 2004, the Company had unsecured, uncommitted arrangements with three banks under which it could borrow up to $13.2 million at prevailing interest rates. There were no outstanding borrowings under these arrangements at September 30, 2004.

Interest Rate Management

The Company manages its debt portfolio by using interest rate swap agreements to achieve an overall desired position of fixed and floating rates. At September 30, 2004, the Company was not party to any interest rate swap agreements. However, during the quarter ended September 30, 2004, the Company was party to interest rate swap agreements relating to its 7.60% medium-term notes that matured on September 1, 2004. These swaps, which matured on September 1, 2004, converted a notional amount of $64.0 million from a fixed rate to a floating rate in conjunction with the Company’s ongoing debt management strategy. These arrangements were designated and qualified as fair value hedges of the associated medium-term notes in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities . Net interest differentials earned from the interest rate swaps of $0.3 pretax (or $0.01 per diluted share) and $1.3 million pretax (or $0.03 per diluted share) were recorded as reductions to interest expense for the three- and nine-month periods ended September 30, 2004. Net interest differentials earned from the interest rate swaps reduced the Company’s average interest rate on debt by 0.51 and 0.79 percentage points for the three- and nine-month periods ended September 30, 2004.

Note 12: Income Taxes

Net tax benefit of $0.5 million for the nine months ended September 30, 2004 resulted from income from continuing operations before taxes of $4.7 million. The Company considers earnings from foreign subsidiaries to be indefinitely reinvested and, accordingly, has made no provision for United States federal and state income related to these earnings. Upon distribution of foreign subsidiary earnings, the Company may be subject to United States income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries.

The difference between the effective rate reflected in the provision for income taxes on income from continuing operations before taxes and the amounts determined by applying the applicable statutory United States tax rate for the nine months ended September 30, 2004 are analyzed below:


Nine Months Ended September 30, 2004	Amount			Rate
(in thousands, except rate data)
Provision at statutory rate	$	1,636			35.0	%
State income taxes		187			4.0	%
Resolution of prior-period tax contingency		(1,815	)		(38.8	)%
Lower foreign tax rates and other, net		(537	)		(11.5	)%

Total tax benefit	$	(529	)		(11.3	)%

Note 13: Pension and Other Postretirement Obligations

The Company sponsors defined benefit pension plans for certain employees in the United States, the United Kingdom, the Netherlands, Canada and Germany. Annual contributions to these pension plans equal or exceed the minimum funding requirements of applicable local regulations. The assets of the pension plans are maintained in various trusts and invested primarily in equity and fixed income securities and money market funds.

The Company also sponsors unfunded postretirement (medical and life insurance) benefit plans in the United States and Canada. The medical benefit portion of the United States plan is only for employees who retired prior to 1989 as well as certain other employees who were near retirement and elected to receive certain benefits.

The following tables provide the components of net periodic benefit costs related to the plans for the three- and nine-month periods ended September 30, 2004 and 2003:


	Pension Obligations						Other Postretirement Obligations
Three Months Ended September 30,	2004			2003			2004			2003
(in thousands)
Service cost	$	1,956		$	1,685		$	86		$	6
Interest cost		3,132			2,620			500			269
Expected return on plan assets		(3,409	)		(3,117	)		—			—
Amortization of prior service cost		2			(9	)		(27	)		(26	)
Net (gain)/loss recognition		535			56			108			108

Net periodic benefit cost	$	2,216		$	1,235		$	667		$	357


	Pension Obligations						Other Postretirement Obligations
Nine Months Ended September 30,	2004			2003			2004			2003
(in thousands)
Service cost	$	5,538		$	4,942		$	101		$	18
Interest cost		8,626			7,726			965			807
Expected return on plan assets		(9,435	)		(9,180	)		—			—
Amortization of prior service cost		(4	)		(29	)		(79	)		(78	)
Net (gain)/loss recognition		1,599			160			323			324

Net periodic benefit cost	$	6,324		$	3,619		$	1,310		$	1,071

The following table provides actual and anticipated contributions to the Company’s pension and other postretirement plans:


			Other
			Postretirement
	Pension Obligations		Obligations
(in thousands)
Actual contributions for the three months ended September 30, 2004	$	6,367	$	524
Actual contributions for the nine months ended September 30, 2004		11,953		1,671
Anticipated contributions for the year ended December 31, 2004		13,203		2,537

In May 2004, the Financial Accounting Standards Board ( FASB ) issued FASB Staff Position ( FAS ) No. 106-2, Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act ). FAS No. 106-2 provides guidance on the accounting for and disclosure of the subsidy available under the Act for employers that sponsor postretirement health care plans providing prescription drug benefits. The Company has elected to apply this guidance for the quarter beginning April 1, 2004, retroactive to the date of enactment of the Act. The reduction in the accumulated postretirement benefit obligation attributed to past service as a result of the subsidy available under the Act is $1.6 million.

The following table provides the actual and anticipated effects of the subsidy on the net periodic postretirement benefit cost:


	Effect of Subsidy
	on Net Periodic
	Postretirement
	Benefit Cost
(in thousands)
Actual effect for the three months ended September 30, 2004	$	(53	)
Actual effect for the nine months ended September 30, 2004		(158	)
Anticipated effect for the year ended December 31, 2004		(211	)

Pursuant to the requirement of SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements , and FAS No. 106-2, the results of operations for the three-month period ended March 31, 2004 will be increased by $52 thousand pretax when presented for comparative purposes.

Note 14: Contingent Liabilities

General

Various claims are asserted against the Company in the ordinary course of business including those pertaining to income tax examinations and product liability, customer, vendor and patent matters. Based on facts currently available, management believes that the disposition of the claims that are pending or asserted will not have a materially adverse effect on the financial position of the Company.

Letters of Credit, Guarantees and Bonds

At September 30, 2004, the Company was party to unused standby letters of credit and unused bank guarantees totaling $8.4 million and $4.1 million, respectively. The Company also maintains bonds totaling $3.9 million in connection with workers compensation self-insurance programs in several states, taxation in Canada and the importation of product into the United States and Canada.

Severance and Other Related Benefits

On October 29, 2003, the Company completed the sale of part of its business in Germany to a management-led buyout group. The Company will retain liability for severance and other related benefits estimated at $1.5 million on September 30, 2004 in the event the buyout group terminates transferred employees within three years of the buyout date. The severance and other related benefits amounts are reduced based upon the transferred employees’ duration of employment with the buyout group. The Company will be relieved of any remaining contingent liability related to the transferred employees on the third anniversary of the buyout date.

Intercompany Guarantees

An intercompany guarantee is a contingent commitment issued by either the Company or one of its subsidiaries to guarantee the performance of either the Company or one of its subsidiaries to a third party in a borrowing arrangement or similar transaction. The terms of these intercompany guarantees are equal to the terms of the related borrowing arrangements or similar transactions and range from 1 year to 12 years. The only intercompany guarantees outstanding at September 30, 2004 are the guarantees executed by Belden Wire & Cable Company and Belden Communications Company related to the $136.0 million indebtedness of Belden Inc. under various medium-term note purchase agreements and the guaranty executed by Belden Inc. related to $3.7 million of potential indebtedness under an overdraft line of credit between Belden Wire & Cable B.V. and its local cash management bank. The maximum potential amount of future payments the Company or its subsidiaries could be required to make under these intercompany guarantees at September 30, 2004 is $139.7 million. In accordance with the scope exceptions provided by FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others , the Company has not measured and recorded the carrying values of these guarantees in its Consolidated Financial Statements. The Company also does not hold collateral to support these guarantees.

Note 15: Business Segment and Geographic Information

The Company conducts its operations through two business segments—the Electronics segment and the Networking segment. The Electronics segment designs, manufactures and markets metallic and fiber optic wire and cable products primarily with industrial; video, sound and security; and transportation and defense applications. These products are sold principally through distributors or directly to original equipment manufacturers ( OEMs ). The Networking segment designs, manufactures and markets metallic cable, fiber optic cable, connectivity and certain other non-cable products primarily with networking and communications applications. These products are sold principally through distributors or directly to OEMs and large telecommunications companies.

The Company evaluates segment performance and allocates resources based on operating earnings before interest and income taxes. Operating earnings of the two principal segments include all the ongoing costs of operations. Allocations to or from these business segments are not significant. With the exception of certain unallocated tax assets, substantially all the business assets are utilized by the business segments.

Amounts reflected in the column entitled F&A in the tables below represent corporate headquarters operating, treasury and income tax expenses and the elimination of intersegment revenues and cost of sales.

Business Segment Information


Three Months Ended September 30, 2004	Electronics		Networking		F&A			Total
(in thousands)
External customer revenues	$	171,972	$	109,482	$	—		$	281,454
Affiliate revenues		4,226		—		(4,226	)		—
Segment operating earnings/(loss)		607		5,991		(9,578	)		(2,980	)
Segment assets ⁽¹⁾		637,858		367,085		263,316			1,268,259


⁽¹⁾ Excludes assets of discontinued operations

Three Months Ended September 30, 2003	Electronics		Networking		F&A			Total
(in thousands)
External customer revenues	$	106,663	$	48,634	$	—		$	155,297
Affiliate revenues		6,797		497		(7,294	)		—
Segment operating earnings/(loss)		7,431		1,781		(2,536	)		6,676
Segment assets ⁽¹⁾		338,591		103,321		85,048			551,688


⁽¹⁾ Excludes assets of discontinued operations

Nine Months Ended September 30, 2004	Electronics		Networking		F&A			Total
(in thousands)
External customer revenues	$	408,338	$	227,526	$	—		$	635,864
Affiliate revenues		24,906		646		(25,552	)		—
Segment operating earnings/(loss)		19,667		11,814		(18,443	)		13,038


Nine Months Ended September 30, 2003	Electronics		Networking		F&A			Total
(in thousands)
External customer revenues	$	317,353	$	145,061	$	—		$	462,414
Affiliate revenues		22,940		1,289		(24,229	)		—
Segment operating earnings/(loss)		20,162		5,790		(9,297	)		16,655

Total segment operating earnings differ from net income/(loss) reported in the Consolidated Statements of Operations as follows:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2004			2003			2004			2003
(in thousands, except per share amounts)
Total segment operating earnings/(loss)	$	(2,980	)	$	6,676		$	13,038		$	16,655
Nonoperating income		—			—			(1,732	)		—
Minority interest in earnings		225			—			225			—
Interest expense		3,537			3,131			9,870			9,620
Income tax expense/(benefit)		(3,669	)		(39	)		(529	)		1,700

Net income/(loss) from continuing operations		(3,073	)		3,584			5,204			5,335
Net loss from discontinued operations ⁽¹⁾		(2,809	)		(2,751	)		(10,128	)		(7,553	)
Net gain/(loss) on disposal of discontinued operations ⁽²⁾		(1,529	)		—			1,491			—

Net income/(loss)	$	(7,411	)	$	833		$	(3,433	)	$	(2,218	)

⁽¹⁾ Net of tax benefit of $1,489, $1,547, $5,606 and $4,249, respectively

⁽²⁾ Net of tax expense/(benefit) of $(860), $0, $839 and $0, respectively

Geographic Information

Revenues are attributed to geographic areas based on the location of the customer.


Three Months Ended September 30,	2004					2003
			Percent of					Percent of
	Revenues		Revenues			Revenues		Revenues
(in thousands, except % data)
United States	$	143,540		51.0	%	$	81,334		52.4	%
Canada		23,698		8.4	%		11,301		7.3	%
United Kingdom		36,712		13.0	%		20,606		13.3	%
Continental Europe		52,245		18.6	%		23,979		15.4	%
Rest of World		25,259		9.0	%		18,077		11.6	%

Total	$	281,454		100.0	%	$	155,297		100.0	%


Nine Months Ended September 30,	2004					2003
			Percent of					Percent of
	Revenues		Revenues			Revenues		Revenues
(in thousands, except % data)
United States	$	332,027		52.2	%	$	232,571		50.3	%
Canada		48,122		7.6	%		38,199		8.3	%
United Kingdom		90,670		14.3	%		59,244		12.8	%
Continental Europe		104,208		16.4	%		75,789		16.4	%
Rest of World		60,837		9.5	%		56,611		12.2	%

Total	$	635,864		100.0	%	$	462,414		100.0	%

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis, as well as the accompanying Consolidated Financial Statements and related footnotes, will aid in the understanding of the operating results as well as the financial position, cash flows, indebtedness and other key financial information of the Company. Certain reclassifications have been made to prior year amounts to make them comparable to current year presentation. Preparation of this Quarterly Report on Form 10-Q requires the Company to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of its financial statements and the reported amounts of revenue and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily derived from other sources. There can be no assurance that actual amounts will not differ from those estimates. The following discussion will also contain forward-looking statements. In connection therewith, please see the cautionary statements contained herein under the caption “Forward-Looking Statements”, which identify important factors that could cause actual results to differ materially from those in the forward-looking statements.

Overview

The Company designs, manufactures and markets high-speed electronic cables and connectivity products for the specialty electronics and data networking markets. The Company focuses on segments of the worldwide wire and cable market that require highly differentiated, high-performance products and adds value through design, engineering, manufacturing excellence, product quality, and customer service. The Company has manufacturing facilities in North America and Europe and had a manufacturing facility in Australia until June 2003.

The Company believes that revenue growth, operating margins and working capital management are its key performance indicators.

Business Combination

Belden and CDT entered into a Merger Agreement on February 4, 2004 pursuant to which Belden merged with and became a wholly owned subsidiary of CDT. On July 15, 2004, after receiving the appropriate stockholder approvals and pursuant to the Merger Agreement, Belden and CDT completed the Merger. Pursuant to the Merger Agreement, 25.6 million shares of Belden common stock, par value $.01 per share, were converted into 25.6 million shares of CDT common stock, par value $.01 per share, and CDT changed its name to Belden CDT Inc.

Belden and CDT each believed the Merger was in the best interests of its respective stockholders because, as a result of the Merger, the long-term value of an investment in the combined company would likely be superior to the long-term value of an investment in either standalone company. In deciding to consummate the Merger, Belden and CDT considered various factors, some of which are listed in Note 3, Business Combination, to this Quarterly Report on Form 10-Q.

The Merger included the following significant related transactions:

• CDT effected a one-for-two reverse split of its common stock immediately prior to Merger consummation on July 15, 2004;

• Belden cancelled approximately 0.3 million shares of its common stock held in treasury on July 15, 2004; and

• The Company granted retention and integration awards to certain of its executive officers and other key employees totaling $5.3 million to be paid in cash and restricted stock distributed in three installments over two years.

As of the Merger consummation date, the Company had approximately 46.6 million shares of common stock outstanding. On that date, the former CDT stockholders and former Belden stockholders respectively owned approximately 45% and 55% of the Company. The Company anticipates that annual dividends in the aggregate of $0.20 per common share will be paid to all common stockholders. The first quarterly dividend of $0.05 per common share was declared payable on October 4, 2004 to all shareholders of record as of September 17, 2004.

The preliminary cost to acquire CDT was $450.4 million and consisted of the exchange of common stock discussed above, change of control costs for legacy CDT operations and costs incurred by Belden related directly to the acquisition. The purchase price was established primarily through the negotiation of the share exchange ratio. The share exchange ratio was intended to value both Belden and CDT fairly so that neither company paid a premium over equity market value for the other. The Company established a new accounting basis for the assets and liabilities of CDT based upon the fair values thereof as of the Merger date. The Company recorded preliminary goodwill of $158.0 million during the third quarter of 2004.

For financial reporting purposes, the results of operations of CDT are included in the Company’s Consolidated Statements of Operations from July 16, 2004.

A preliminary estimate of the fair values assigned to each major asset and liability caption of CDT as of the July 15, 2004 effective date of the Merger and unaudited pro forma summary results presenting selected operating information for the Company as if the Merger and the one-for-two reverse stock split had been completed as of the beginning of the three- and nine-month periods ended September 30, 2004 and 2003 are included in Note 3, Business Combination , to this Quarterly Report on Form 10-Q.

Discontinued Operations

The Company currently reports four operations—the BCC Phoenix, Arizona operation; the Raydex. Skelmersdale, United Kingdom operation; Montrose; and Admiral—as discontinued operations. Each of these operations is reported as a discontinued operation in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets , because (1) the Company’s Board of Directors authorized the Company to sell the assets of each operation and (2) each operation constituted a component of the overall entity.

Discussion regarding each operation, including (1) a listing of the major classes of assets and liabilities belonging to each operation at September 30, 2004 that remain as part of the disposal group and (2) a listing of revenues and income/(loss) before income taxes generated by each operation for the three- and nine-month periods ended September 30, 2004, is included in Note 4, Discontinued Operations , to this Quarterly Report on Form 10-Q.

Business Segments

The Company conducts its operations through two business segments—the Electronics segment and the Networking segment. The Electronics segment designs, manufactures and markets metallic and fiber optic wire and cable products with primarily industrial; video, sound and security; and transportation and defense applications. These products are sold principally through distributors or directly to OEMs. The Networking segment designs, manufactures and markets metallic cable, fiber optic cable, connectivity and other non-cable products primarily with networking and communications applications. These products are sold principally through distributors or directly to OEMs and large telecommunications companies.

The following table sets forth information comparing the Electronics segment operating results for the three- and nine-month periods ended September 30, 2004 and 2003.

Three Months Ended

Nine Months Ended

September 30,

2004

2003

2004

2003

(In thousands, except % data)

External customer revenues

171,972

106,663

408,338

317,353

Affiliate revenues

4,226

6,797

24,906

22,940

Operating earnings

607

7,431

19,667

20,162

As a percent of external customer revenues

0.4

7.0

4.8

6.4

The following table sets forth information comparing the Networking segment operating results for the three- and nine-month periods ended September 30, 2004 and 2003.


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2004			2003			2004			2003
(In thousands, except % data)
External customer revenues	$	109,482		$	48,634		$	227,526		$	145,061
Affiliate revenues		—			497			646			1,289
Operating earnings		5,991			1,781			11,814			5,790
As a percent of external customer revenues		*5.5*	%		3.7	%		*5.2*	%		4.0	%

Results of Operations—
Three Months Ended September 30, 2004 Compared With Three Months Ended September 30, 2003 Continuing Operations Consolidated Revenues

Revenues generated in the three months ended September 30, 2004 increased 81.2% to $281.5 million from revenues generated in the three months ended September 30, 2003 of $155.3 million due to the Merger, increased sales volume, increased selling prices and favorable currency translation on international revenues.

Revenues generated through the addition of the CDT operations during the three months ended September 30, 2004 totaled $102.5 million and contributed 66.0 percentage points of revenue increase.

The impact of increased product pricing contributed 6.5 percentage points of revenue increase during the third quarter of 2004. This price improvement resulted from the impact of sales price increases implemented by the Company’s North America operations across all products lines in January 2004 in response to increasing copper costs, the impact of additional sales price increases implemented by the Company’s North America and Asia/Pacific operations across all product lines in March 2004 in response to further copper cost escalation and increases in Teflon ^® FEP costs and the impact of sales price increases implemented by the Company’s Europe operations across all product lines in May 2004 in response to copper cost escalation and the increasing costs of other raw materials.

Increased unit sales generated during the three months ended September 30, 2004 contributed 5.2 percentage points of revenue increase. The Company experienced volume increases in its sales of products with networking/ communications and industrial applications. Higher unit sales of products with networking/communications applications and industrial applications contributed 3.8 and 2.2 percentage points of revenue increase, respectively. These volume increases were partially offset by 0.8 percentage points due to volume decreases in sales of products with video/sound/security applications. Factors contributing to the net increased sales volume are listed below:

• Improvement in general economic conditions within North America and Asia;

• Increased unit purchasing of products with networking/communications applications by a large telecommunications customer in the United Kingdom;

• Increased project activity requiring products with industrial applications; and

• Increased distributor restocking activity in Asia for products with networking/communications applications and in North America for products with industrial applications.

Factors partially mitigating the net increased sales volume are listed below:

• The Company’s decision to cease, during the second quarter of 2004, the production of certain products with industrial applications in Europe and the production of certain networking/communications applications in Australia; and

• Reduced project activity, increased competition from other importers, and pricing pressures in Asia and Australia on certain products with networking/communications applications.

Favorable foreign currency translation on international revenues contributed 3.5 percentage points of revenue increase.

Revenues generated on sales of product to customers in the United States, representing 51.0% of the Company’s total revenues generated during the three months ended September 30, 2004, increased by 76.5% compared with revenues generated during the same period in 2003. Absent the impact of the Merger, revenues generated for the third quarter of 2004 increased by 14.0% from revenues generated during the same period in 2003. This increase resulted primarily from continued improvement in general economic conditions within the United States, the impact of sales price increases implemented in January 2004 and March 2004, increased project activity requiring products with video/sound/security applications and industrial applications and increased distributor-restocking activity for products with industrial applications.

Revenues generated on sales of product to customers in Canada represented 8.4% of the Company’s total revenues for the quarter ended September 30, 2004. Canadian revenues for the third quarter of 2004 increased by 109.7% compared with revenues for the third quarter of 2003. Absent the impact of the Merger and favorable currency translation, revenues generated for the third quarter of 2004 increased by 10.5% compared with revenues generated for the same period in 2003. This increase resulted primarily from the impact of sales price increases implemented in January 2004 and March 2004.

Revenues generated on sales of product to customers in the United Kingdom, representing 13.0% of the Company’s total revenues generated during the third quarter of 2004, increased by 78.2% compared with revenues generated during the same period in 2003. Absent the impact of the Merger and favorable currency translation, revenues generated for the third quarter of 2004 increased by 23.3% compared with revenues generated for the same period in 2003. This increase resulted primarily from increased unit purchasing of products with communications applications by a large telecommunications customer in the United Kingdom and increased copper pass-through pricing on most products.

Revenues generated on sales of product to customers in Continental Europe represented 18.6% of the Company’s total revenues for the quarter ended September 30, 2004. Continental European revenues generated during the third quarter of 2004 increased by 117.9% compared with revenues generated during the same period in 2003. Absent the impact that the Merger and favorable currency translation had on the revenue comparison, Continental European revenues generated during the third quarter of 2004 increased by 2.6% compared with revenues generated during the same period of 2003. The majority of this increase resulted from the impact of sales price increases implemented in May 2004. Improved sales volume on products with networking/communications applications was offset by the Company’s decision to cease, in the second quarter of 2003, the production of certain products with industrial applications.

Revenues generated on sales of product to customers in the rest of the world, representing 9.0% of the Company’s total revenues generated during the three months ended September 30, 2004, increased by 39.7% from the same period in 2003. Absent the impact that the Merger and favorable currency translation had on the revenue comparison, revenues generated on sales of product to customers in the rest of the world decreased by 1.4% compared with revenues generated during the same period of 2003. The decrease represented lower demand and the Company’s decision to cease, in the second quarter of 2003, production of certain products with networking/communications applications in the Australia market partially offset by higher demand in the Asia, Latin America and Africa/Middle East markets.

Continuing Operations Consolidated Costs, Expenses and Earnings

The following table sets forth information comparing the components of earnings for the three-month periods ended September 30, 2004 and 2003.


							Percent
							Increase/
							(Decrease)
							2004 Compared
Three Months Ended September 30,	2004			2003			With 2003
(in thousands, except % data)
Gross profit	$	53,418		$	31,123			71.6	%
As a percent of revenues		*19.0*	%		20.0	%
Operating earnings/(loss)	$	(2,980	)	$	6,676			(144.6	)%
As a percent of revenues		*(1.1*	)%		4.3	%
Income/(loss) before taxes	$	(6,742	)	$	3,545			(290.2	)%
As a percent of revenues		*(2.4*	)%		2.3	%
Net income/(loss) from continuing operations	$	(3,073	)	$	3,584			(185.7	)%
As a percent of revenues		*(1.1*	)%		2.3	%

Gross profit increased 71.6% to $53.4 million in the three months ended September 30, 2004 from $31.1 million in the three months ended September 30, 2003 due primarily to the Merger, the impact of sales price increases implemented in the first half of the current year, higher sales volume and the favorable impact of currency translation on gross profit. Also contributing to the favorable gross profit comparison were the current-quarter impact of material, labor and overhead cost reduction initiatives, increased unabsorbed production costs recognized in the third quarter of 2003 resulting from actions taken by the Company to reduce inventory levels and severance and other benefits costs of $1.0 million recognized in the third quarter of 2003 related to personnel reductions within the Electronics segment.

These positive factors were partially offset by higher product costs resulting from increased purchase prices for copper and commodities derived from both petroleum and natural gas, severance and other benefits costs of $9.4 million recognized in the current quarter related to personnel reductions in both North America and Europe, severance and other benefits costs of $0.4 million recognized in the current quarter related to a planned manufacturing facility closure in the United States, the impact of production outsourcing in Europe and the impact of production capacity rationalization in Europe initiated during the fourth quarter of 2003 that resulted in lower output, higher scrap and increased maintenance costs in the third quarter of 2004.

Gross profit as a percent of revenues decreased by 1.0 percentage points from the prior year due to the previously mentioned items.

Operating earnings/(loss) deteriorated 144.6% to an operating loss of $3.0 million for the three months ended September 30, 2004 from operating earnings of $6.7 million for the three months ended September 30, 2003 due primarily to an increase in selling, general and administrative expenses to $47.5 million in the third quarter of 2004 from $24.4 million in the third quarter of 2003. This increase was due primarily to the Merger, the unfavorable impact of currency translation on international expenses, severance and other benefits costs of $0.7 million recognized in the current quarter related to personnel reductions within the United States and Europe, increased incentive compensation costs and increased professional services costs. Also contributing to the negative operating earnings comparison were asset impairment costs totaling $8.9 million recognized in the third quarter of 2004 related to product line exits in Europe and the disposal of certain assets in the United States due to excess capacity (particularly as a result of the combined capacity after the Merger). These negative factors were partially offset by the current-quarter impact of selling, general and administrative cost reduction initiatives, severance and other benefits costs of $1.4 million recognized in the third quarter of 2003 related to personnel reductions within the Electronics segment and bad debt expense of $0.6 million recognized in the third quarter of 2003 related to the failure of a distribution customer in Asia. Selling, general and administrative expenses as a percentage of revenues increased to 16.9% in the third quarter of 2004 from 15.7% in the third quarter of 2003. Operating earnings as a percent of revenues decreased by 5.4 percentage points from the prior year due to the previously mentioned items.

Income/(loss) before taxes deteriorated 290.2% to a loss of $6.7 million in the three months ended September 30, 2004 from income of $3.5 million in the three months ended September 30, 2003 due to lower operating earnings/(loss) and higher net interest expense. Net interest expense increased 13.0% to $3.5 million in the third quarter of 2004 from $3.1 million in the third quarter of 2003 due to higher average debt outstanding, albeit at marginally lower interest rates, partially offset by increased interest income. Average debt outstanding was $271.9 million and $200.0 million during the third quarters of 2004 and 2003, respectively. The Company’s average interest rate was 5.84% in the third quarter of 2004 and 6.56% in the third quarter of 2003. Interest income for the third quarter of 2004 and 2003 was $0.6 million and $0.1 million, respectively.

The Company’s effective tax rate was 54.4% and 1.1% in the quarters ended September 30, 2004 and 2003, respectively. Absent the impact of the 2004 resolution of a prior period tax contingency, the effective tax rate was 27.5% for the quarter ended September 30, 2004. The tax rate increase was due primarily to the relative benefit of permanent deductions to the nine-month pretax income for 2004 as compared to the nine-month pretax loss for 2003 offset by a valuation allowance of $1.2 million recorded against foreign net operating loss carryforwards in 2003.

Net income/(loss) from continuing operations deteriorated 185.7% to a loss of $3.1 million in the three months ended September 30, 2004 from income of $3.6 million in the three months ended September 30, 2003 due mainly to the deterioration in income/(loss) before taxes partially offset by the higher income tax benefit.

Electronics Segment

Revenues generated from sales to external customers increased 61.2% to $172.0 million for the quarter ended September 30, 2004 from $106.7 million for the quarter ended September 30, 2003 due to the Merger, increased selling prices, increased sales volume and favorable currency translation on international revenues. Revenues generated through the addition of the CDT operations totaled $52.5 million and contributed 49.2 percentage points of the revenue increase.

The impact of increased product pricing contributed 7.4 percentage points of revenue increase during the third quarter of 2004. This price improvement resulted from the impact of sales price increases implemented by the Company’s North America operations across all products lines in January 2004 in response to increasing copper costs, the impact of additional sales price increases implemented by the Company’s North America operations across all product lines in March 2004 in response to further copper cost escalation and increases in Teflon ^® FEP costs and the impact of sales price increases implemented by the Company’s Europe operations across all product lines in May 2004 in response to copper cost escalation and the increasing costs of other raw materials.

Increased unit sales generated during the three months ended September 30, 2004 contributed 2.4 percentage points of revenue increase. The segment experienced volume increases in its sales of products with industrial and networking/communications applications. Higher unit sales of products with industrial and networking/communications applications contributed 2.4 and 1.4 percentage points of revenue increase, respectively. Positive factors contributing to the volume increase are listed under Continuing Operations Consolidated Revenues on Page 32 of this Quarterly Report on Form 10-Q. Each of the factors listed, with the exception of those specifically addressing the United Kingdom, Australia or Asia, applies to the Electronics segment. These volume increases were partially offset by a volume decrease in sales of products with video/sound/security applications. Lower unit sales of products with video/sound/security applications offset the gross revenue increase by 1.4 percentage points.

Favorable foreign currency translation on revenues contributed 2.2 percentage points of revenue increase.

Operating earnings decreased 91.8% to $0.6 million for the quarter ended September 30, 2004 from $7.4 million for the quarter ended September 30, 2003 due mainly to asset impairment costs totaling $8.9 million recognized in the third quarter of 2004 related to product line exits in Europe and the technological obsolescence of the assets in the United States. Also contributing to the unfavorable operating earnings comparison were higher product costs resulting from increasing purchase prices for copper and commodities derived from both petroleum and natural gas, severance and other benefits costs of $10.2 million recognized in the current quarter related to personnel reductions within the segment and severance and other benefits costs of $0.4 million recognized in the current quarter related to a planned manufacturing facility closure within the segment. Higher sales volumes, an increase in product sales prices, the current-quarter impact of manufacturing, selling, general and administrative cost reduction initiatives, increased unabsorbed production costs recognized in the third quarter of 2003 resulting from actions taken by the segment to reduce inventory levels, and severance and other benefits costs of $2.4 million recognized in the third quarter of 2003 related to personnel reductions within the segment partially offset these negative factors. As a percent of revenues from external customers, operating earnings decreased to 0.4% in the third quarter of 2004 from 7.0% in the third quarter of 2003 due to the previously mentioned items.

Networking Segment

Revenues generated on sales to external customers increased 125.1% to $109.5 million for the quarter ended September 30, 2004 from $48.6 million for the quarter ended September 30, 2003. The revenue increase was due primarily to the Merger, increased sales volume, increased sales prices, and favorable currency translation on international revenues. Revenues generated through the addition of the CDT operations during the third quarter of 2004 totaled $50.0 million and contributed 102.8 percentage points of the revenue increase.

Increased unit sales and increased copper pass-through pricing during the three months ended September 30, 2004 contributed 11.5 percentage points of revenue increase. This unit sales increase resulted primarily from increased unit purchasing of products with networking/communications applications by the segment’s largest customer.

The impact of increased product pricing contributed 4.4 percentage points of revenue increase during the third quarter of 2004. This price improvement resulted from the impact of sales price increases implemented by the Company’s North America operations across all product lines beginning in January 2004, by the Company’s Asia/Pacific operations across all product lines in March 2004 and by the Company’s Europe operations across all product lines in May 2004 in response to copper cost escalation and increases in other raw material costs.

Favorable foreign currency translation on revenues contributed 6.4 percentage points of revenue increase.

Operating earnings increased 236.4% to $6.0 million for the quarter ended September 30, 2004 from $1.8 million for the quarter ended September 30, 2003 due primarily to the Merger, higher sales volumes, increased selling prices and the current-quarter impact of manufacturing, selling, general and administrative cost reduction initiatives. The positive impact that these factors had on the operating earnings comparison was partially offset by the higher product costs resulting from increased purchase prices for copper and commodities derived from both petroleum and natural gas. Operating earnings as a percent of revenues from external customers increased to 5.5% in the quarter ended September 30, 2004 from 3.7% in the quarter ended September 30, 2003 due to the previously mentioned items.

Discontinued Operations

Net loss from discontinued operations for the three months ended September 30, 2004 includes $4.4 million of revenues and $0.1 million of income before income tax expense related to the discontinued operations of the Company’s Electronics segment. Net loss from discontinued operations for the third quarter of 2004 includes $6.1 million of revenues and $4.4 million of loss before income tax benefits related to the discontinued operations of the Company’s Networking segment.

Net loss from discontinued operations for the three months ended September 30, 2003 includes $52.33 million of revenues and $4.3 million of loss before income tax benefits related to the discontinued operations of the Company’s Networking segment.

Results of Operations—

Nine Months Ended September 30, 2004 Compared With Nine Months Ended September 30, 2003 Continuing Operations Consolidated Revenues

Revenues generated in the nine months ended September 30, 2004 increased 37.5% to $635.9 million from revenues generated in the nine months ended September 30, 2003 of $462.4 million due to the Merger, increased sales volume, increased selling prices, and favorable currency translation on international revenues.

Revenues generated through the addition of the CDT operations during the nine months ended September 30, 2004 totaled $102.5 million and contributed 22.1 percentage points of revenue increase.

Increased unit sales generated during the nine months ended September 30, 2004 contributed 6.3 percentage points of revenue increase. The Company experienced volume increases in its sales of products with networking/communications applications and industrial applications. Higher unit sales of products with networking/communications applications and industrial applications contributed 4.8 and 2.9 percentage points of revenue increase, respectively. These volume increases were partially offset by 1.4 percentage points due to a volume decrease in sales of products with video/sound/security applications. Factors contributing to the net increased sales volume are listed below:

• Improvement in general economic conditions within North America and Asia;

• Increased unit purchasing of products with networking/communications applications by a large telecommunications customer in the United Kingdom;

• Increased project activity requiring products with industrial, networking/communications and video/sound/security applications; and

• Increased distributor restocking activity in Asia for products with networking/communications applications and in North America for products with industrial applications.

Factors partially mitigating the net increased sales volume are listed below:

• The Company’s decision to cease during the second quarter of 2003 the production of certain products with industrial applications in Europe and production of certain products with networking/communications applications in Australia; and

• Reduced project activity, increased competition from other importers, and pricing pressures in Australia and Asia on certain products with networking/communications applications;

The impact of increased product pricing contributed 4.8 percentage points of revenue increase during the first nine months of 2004. This price improvement resulted from the impact of sales price increases implemented by the Company’s North America operations across all products lines in January 2004 in response to increasing copper costs, sales price increases implemented by the Company’s North America and Asia/Pacific operations across all product lines in March 2004 in response to further copper cost escalation and increases in Teflon ^® FEP costs, and sales price increases implemented by the Company’s Europe operations across all product lines in May 2004 in response to copper cost escalation and the increasing costs of other raw materials.

Favorable foreign currency translation on international revenues contributed 4.3 percentage points of revenue increase during the nine months ended September 30, 2004.

Revenues generated on sales of product to customers in the United States, representing 52.2% of the Company’s total revenues generated during the nine months ended September 30, 2004, increased by 42.8% compared with revenues generated during the same period in 2003. Absent the impact of the Merger, revenues generated for the first nine months of 2004 increased by 20.9% from revenues generated during the same period in 2003. This increase resulted primarily from improvement in general economic conditions in the United States, increased project activity requiring products with video/sound/security applications and industrial applications, increased distributor-restocking activity for products with industrial applications and the impact of sales price increases implemented in January 2004 and March 2004.

Revenues generated on sales of product to customers in Canada represented 7.6% of the Company’s total revenues for the nine months ended September 30, 2004. Canadian revenues for the first nine months of 2004 increased by 26.0% compared with revenues for the first nine months of 2003. Absent the impact of the Merger and favorable currency translation, revenues generated for the first nine months of 2004 decreased by 8.5% compared with revenues generated for the same period in 2003. This decrease resulted primarily from lower sales volume due to the Company’s decision not to reduce sales prices on certain of its lower-margin product offerings to meet the prices offered by its competitors and a decrease in demand for certain products with industrial applications and networking/communications applications.

Revenues generated on sales of product to customers in the United Kingdom, representing 14.3% of the Company’s total revenues generated during the first nine months of 2004, increased by 53.0% compared with revenues generated during the same period in 2003. Absent the impact of the Merger and favorable currency translation, revenues generated for the first nine months of 2004 increased by 23.4% compared with revenues generated for the same period in 2003. This increase resulted primarily from increased unit purchasing of products with networking/communications applications by a large telecommunications customer in the United Kingdom and increased copper pass-through pricing on most products.

Revenues generated on sales of product to customers in Continental Europe represented 16.4% of the Company’s total revenues for the nine months ended September 30, 2004. Continental European revenues generated during the first nine months of 2004 increased by 37.5% compared with revenues generated during the same period in 2003. Absent the impact that the Merger and favorable currency translation had on the revenue comparison, Continental European revenues generated during the first nine months of 2004 decreased by 5.9% compared with revenues generated during the same period of 2003. The majority of this decrease resulted from the Company’s decision to cease, in the second quarter of 2003, the production of certain products with industrial applications. The negative impact of this decision on revenue comparisons was partially offset by increased project activity requiring products with video/sound/security applications.

Revenues generated on sales of product to customers in the rest of the world, representing 9.5% of the Company’s total revenues generated during the nine months ended September 30, 2004, increased by 7.5% from the same period in 2003. Absent the impact that the Merger and favorable currency translation had on the revenue comparison, revenues generated on sales of products to customers in the rest of the world during the first nine months of 2004 decreased by 7.1% compared with revenues generated during the same period of 2003. The decrease represented lower demand and the impact of the Company’s decision to cease, in the second quarter of 2003, the production of certain products with networking/communications applications in the Australia market partially offset by higher demand in the Asia, Latin America and Africa/Middle East markets.

Continuing Operations Consolidated Costs, Expenses and Earnings

The following table sets forth information comparing the components of earnings for the nine-month periods ended September 30, 2004 and 2003.


							Percent
							Increase/
							(Decrease)
							2004 Compared
Nine Months Ended September 30,	2004			2003			With 2003
(in thousands, except % data)
Gross profit	$	118,894		$	88,148			34.9	%
As a percent of revenues		*18.7*	%		19.1	%
Operating earnings	$	13,038		$	16,655			(21.7	)%
As a percent of revenues		*2.1*	%		3.6	%
Income before taxes	$	4,675		$	7,035			(33.5	)%
As a percent of revenues		*0.7*	%		1.5	%
Net income from continuing operations	$	5,204		$	5,335			(2.5	)%
As a percent of revenues		*0.8*	%		1.2	%

Gross profit increased 34.9% to $118.9 million in the nine months ended September 30, 2004 from $88.1 million in the nine months ended September 30, 2003 due primarily to the Merger, higher sales volume, an increase in product sales prices, and the favorable impact of currency translation on gross profit. Also contributing to the favorable gross profit comparison were the current-period impact of material, labor and overhead cost reduction initiatives, increased unabsorbed production costs recognized during 2003 resulting from actions taken by the Company to reduce inventory levels, severance and related benefits costs of $2.2 million recognized in the second quarter of 2003 related to the manufacturing facility closures in Australia and Germany, and severance and related benefits costs of $1.0 million recognized in the third quarter of 2003 resulting from personnel reductions within the Electronics segment. These positive factors were partially offset by higher product costs resulting from increased purchase prices for copper, Teflon ^® FEP and commodities derived from both petroleum and natural gas, severance and other benefits costs of $9.4 million recognized in the third quarter of 2004 related to personnel reductions in both the United States and Europe, severance and other benefits costs of $0.4 million recognized in the third quarter of 2004 related to a planned manufacturing facility closure in the United States, the impact of production outsourcing in Europe, increased transportation costs (especially in Europe) and the impact of production capacity rationalization in Europe initiated during the fourth quarter of 2003 that resulted in lower output, higher scrap and increased maintenance costs in the first nine months of 2004. Gross profit as a percent of revenues decreased 0.4 percentage points from the prior year due to the previously mentioned items.

Operating earnings decreased 21.7% to $13.0 million for the nine months ended September 30, 2004 from $16.7 million for the nine months ended September 30, 2003 due primarily to an increase in selling, general and administrative expenses to $97.0 million in the first nine months of 2004 from $71.1 million for the first nine months of 2003. This increase was due primarily to the addition of the CDT operations, the unfavorable impact of currency translation on international expenses, severance and other benefits costs of $1.4 million recognized in the current year related to personnel reductions within the Electronics segment, increased incentive compensation costs and increased professional services costs. Also contributing to the unfavorable operating earnings comparison were asset impairment costs totaling $8.9 million recognized in the third quarter of 2004 related to product line exits in Europe and the disposal of certain assets in the United States due to excess capacity (particularly as a result of the combined capacity after the Merger). Partially offsetting these negative factors were the current-period impact of selling, general and administrative cost reduction initiatives, asset impairment costs of $0.4 million recognized during the second quarter of 2003 related to the manufacturing facility closure in Germany, severance and other related benefits costs of $0.3 million recognized in the second quarter of 2003 related to the manufacturing facility closures in Australia and Germany, severance and other related benefits costs of $1.4 million recognized in the third quarter of 2003 related to personnel reductions within the Electronics segment and bad debt expense of $0.6 million recognized in the third quarter of 2003 related to the failure of a distribution customer in Asia. Selling, general and administrative expenses as a percentage of revenues decreased to 15.3% in the first nine months of 2004 from 15.4% in the first nine months of 2003. Operating earnings as a percent of revenues decreased by 1.5 percentage points from the prior year due to the previously mentioned items.

Income before taxes decreased 33.5% to $4.7 million in the nine months ended September 30, 2004 from $7.0 million in the nine months ended September 30, 2003 due to nonoperating income of $1.7 million recognized in the second quarter of 2004 on the Company’s sale of certain fully impaired equipment and technology which was used for the production of deflection coils partially offset by higher net interest expense. Net interest expense increased 2.6% to $9.9 million in the first nine months of 2004 from $9.6 million in the first nine months of 2003 due to higher average debt outstanding, albeit at marginally lower interest rates, partially offset by increased interest income. Average debt outstanding was $224.3 million and $200.1 million during the nine months ended September 30, 2004 and 2003, respectively. The Company’s average interest rate was 6.40% in the first nine months of 2004 and 6.66% in the first nine months of 2003. Interest income for the nine-month periods ended September 30, 2004 and 2003 was $1.0 million and $0.3 million, respectively.

The Company’s effective annual tax rate was (11.3)% and 24.2% in the nine months ended September 30, 2004 and 2003, respectively. Absent the impact of the 2004 resolution of a prior period tax contingency, the Company effective tax rate was 27.5% for the nine months ended September 30, 2004. The tax rate decrease was due primarily to the relative benefit of permanent deductions to the nine-month pretax income for 2004 as compared to the nine-month pretax loss for 2003 offset by a valuation allowance of $1.2 million recorded against foreign net operating loss carryforwards in 2003.

Net income from continuing operations decreased 2.5% to $5.2 million in the nine months ended September 30, 2004 from $5.3 million in the nine months ended September 30, 2003 due mainly to higher income before taxes and lower income tax expense.

Electronics Segment

Revenues generated from sales to external customers increased 28.7% to $408.3 million for the nine months ended September 30, 2004 from $317.4 million for the nine months ended September 30, 2003 due to the Merger, increased selling prices, increased sales volume and favorable currency translation on international revenues. Revenues generated through the addition of the CDT operations totaled $52.5 million and contributed 16.5 percentage points of the revenue increase.

The impact of increased product pricing contributed 5.3 percentage points of revenue increase during the first nine months of 2004. This price improvement resulted from the impact of sales price increases implemented by the Company’s North America operations across all products lines beginning in January 2004 and by the Company’s Europe operations across all product lines in May 2004 in response to copper cost escalation and increasing costs for other raw materials.

Increased unit sales generated during the nine months ended September 30, 2004 contributed 3.7 percentage points of revenue increase. The segment experienced volume increases in its sales of products with industrial applications and networking/communications applications. Higher unit sales of products with industrial applications and networking/communications applications contributed 3.5 and 2.7 percentage points of revenue increase, respectively. Positive factors contributing to the volume increase and negative factors partially mitigating the volume increase are listed under Continuing Operations Consolidated Revenues on Page 37 of this Quarterly Report on Form 10-Q. Each of the factors listed, with the exception of those specifically addressing the United Kingdom, Australia or Asia, applies to the Electronics segment. These volume increases were partially offset by a volume decrease in sales of products with video/sound/security applications. Lower unit sales of products with video/sound/security applications offset the gross revenue increase by 2.5 percentage points. Unit sales of products with video/sound/security applications were lower due to the Company’s decision to cease during the second quarter of 2003 the production of certain products with video/sound/security applications in Europe. Unit sales of products with video/sound/security applications that the Company continues to produce improved from the first nine months of 2003.

Favorable foreign currency translation on international revenues contributed 3.2 percentage points of revenue increase.

Operating earnings decreased 2.5% to $19.7 million for the nine months ended September 30, 2004 from $20.2 million for the nine months ended September 30, 2003 due mainly to higher product costs resulting from increasing purchase prices for copper, Teflon ^® FEP and commodities derived from both petroleum and natural gas, severance and other benefits costs of $10.9 million recognized in the nine months ended September 30, 2004 related to personnel reductions within the segment, severance and other benefits costs of $0.4 million recognized in the third quarter of 2004 related to a planned manufacturing facility closure in the United States, increased transportation costs (especially in Europe), and the impact of production capacity rationalization in Europe discussed above.

These negative factors were partially offset by higher sales volumes, increased product sales prices and the current-quarter impact of manufacturing, selling, general and administrative cost reduction initiatives. Also contributing to the favorable operating earnings comparison were increased unabsorbed production costs recognized in 2003 resulting from actions taken by the segment to reduce inventory levels, severance and other related benefit costs of $0.9 million and additional asset impairment costs of $0.4 million recognized in the second quarter of 2003 related to the manufacturing facility closure in Germany, severance and other related benefit costs of $2.4 million recognized in the third quarter of 2003 related to personnel reductions within the segment, and $2.1 million in unabsorbed production costs recognized during the first six months of 2003 at the Company’s manufacturing facility in Ft. Mill, South Carolina. This facility was transferred from this segment to the Networking segment effective July 1, 2003.

As a percent of revenues from external customers, operating earnings decreased to 4.8% in the first nine months of 2004 from 6.4% in the first nine months of 2003 due to the previously mentioned items.

Networking Segment

Revenues generated on sales to external customers increased 56.8% to $227.5 million for the nine months ended September 30, 2004 from $145.1 million for the nine months ended September 30, 2003. The revenue increase was due primarily to the Merger, increased sales volume, favorable currency translation on international revenues and increased sales prices. Revenues generated through the addition of the CDT operations totaled $50.0 million and contributed 34.5 percentage points of the revenue increase.

Increased unit sales and increased copper pass-through pricing during the nine months ended September 30, 2004 contributed 11.8 percentage points of revenue increase. The unit sales increase resulted primarily from increased unit sales of products with networking/communications applications to the segment’s largest customer and by increased unit sales of products with industrial applications by the Company’s Asia/Pacific operations.

Favorable foreign currency translation on revenues contributed 6.8 percentage points of revenue increase. The impact of increased product pricing, initiated in response to copper cost escalation in January 2004 by the segment’s North American operation and in March 2004 by the segment’s Asia/Pacific operations, contributed 3.7 percentage points of revenue increase during the first nine months of 2004.

Operating earnings increased 104.0% to $11.8 million for the nine months ended September 30, 2004 from $5.8 million for the nine months ended September 30, 2003 due primarily to the Merger, higher sales volumes, increased product sales prices, the favorable impact of currency translation on operating earnings of international operations and the current-period impact of manufacturing, selling, general and administrative cost reduction initiatives. Also contributing to the favorable operating earnings comparison were increased unabsorbed production costs recognized in 2003 resulting from actions taken by the segment to reduce inventory levels, severance and other related benefits costs of $1.6 million recognized in the second quarter of 2003 related to the manufacturing facility closure in Australia and bad debt expense of $0.6 million recognized in the third quarter of 2003 related to the failure of a distribution customer in Asia.

The positive impact that these factors had on the operating earnings comparison was partially offset by $2.1 million in unabsorbed production costs recognized during the first six months of 2003 at the Company’s manufacturing facility in Ft. Mill, South Carolina. This facility was transferred from the Electronics segment to this segment effective July 1, 2003. The positive impact that these favorable factors had on the operating earnings comparison was also partially offset by the impact of production outsourcing and higher product costs resulting from increased purchase prices for copper and commodities derived from both petroleum and natural gas. Operating earnings as a percent of revenues from external customers increased to 5.2% in the nine months ended September 30, 2004 from 4.0% in the nine months ended September 30, 2003 due to the previously mentioned items.

Discontinued Operations

Net loss from discontinued operations for the nine months ended September 30, 2004 includes $4.4 million of revenues and $0.1 million of income before income tax expense related to the discontinued operations of the Company’s Electronics segment. Net loss for discontinued operations for the nine months ended September 30, 2004 includes $99.3 million of revenues and $15.8 million of loss before income tax benefits related to the discontinued operations of the Company’s Networking segment.

Net loss from discontinued operations for the nine months ended September 30, 2003 includes $155.5 million of revenues and $11.8 million of loss before income tax benefits related to the discontinued operations of the Company’s Networking segment.

Financial Condition

Liquidity and Capital Resources

The Company’s sources of cash liquidity included cash and cash equivalents, cash from operations and amounts available under credit facilities. Generally, the Company’s primary source of cash has been from business operations. Cash sourced from credit facilities and other borrowing arrangements has historically been used to fund business acquisitions. The Company believes that these sources are sufficient to fund the current requirements of working capital, to make scheduled pension contributions for the Company’s retirement plans, to fund scheduled debt maturity payments, to fund quarterly dividend payments and to support its short-term and long-term operating strategies.

The Company projects its United States federal net operating loss ( NOL ) carryforward as of December 31, 2004 will exceed $50.0 million (excluding the portion attributable to Cooper Industries under a tax sharing agreement). In addition, foreign NOL carryforwards in Australia, Germany and the Netherlands suggest the Company’s cash tax payments will be minimal for the remainder of 2004 and in 2005. These NOL carryforwards arise from lowered operating earnings during the economic downturn, costs associated with divestiture or closure of manufacturing plants in the United States, Germany and Australia, and transaction and other costs associated with the recently completed merger with CDT.

Planned capital expenditures for the remainder of 2004 are approximately $5.8 million, of which approximately $3.0 million relates to capacity maintenance and enhancement. The Company has the ability to revise and reschedule the anticipated capital expenditure program should the Company’s financial position require it.

Any materially adverse reaction to customer demand, competitive market forces, uncertainties related to the effect of competitive products and pricing, customer acceptance of the Company’s product mix or economic conditions worldwide could affect the ability of the Company to continue to fund its needs from business operations.

Net cash used for operating activities in the first nine months of 2004 totaled $1.7 million and included $9.0 million of net other non-cash operating expense and a $28.9 million net increase in operating assets and liabilities. Other net other non-cash operating income consisted of asset impairment charges, stock compensation charges, a gain on the Company’s divestiture of its Netherlands deflection coil business, a gain on the sale of certain assets at the BCC Phoenix manufacturing facility and minority interest in the earnings of two European subsidiaries. The net increase in operating assets and liabilities resulted primarily from increased receivables; inventories; and net current and deferred income taxes and decreased accounts payable and accrued liabilities partially offset by a decrease in other net assets and liabilities.

Net cash provided by operating activities in the first nine months of 2003 totaled $59.0 million and included a $29.9 million net decrease in operating assets and liabilities. This net decrease in operating assets and liabilities resulted primarily from decreased inventories, receivables and other net operating assets and liabilities partially offset by decreased accounts payable and accrued liabilities and increased income taxes receivable.

Capital Expenditures


Nine Months Ended September 30,	2004		2003
(in thousands)
Capacity modernization and enhancement	$	3,699	$	11,889
Capacity expansion		217		332
Other		1,373		1,773

	$	5,289	$	13,994

Capital expenditures during the nine months ended September 30, 2004 and 2003 represented 0.7% and 2.3%, respectively, of total revenues (including the revenues of discontinued operations) for the same periods. Investment during both the first nine months of 2004 and 2003 was utilized principally for maintaining and enhancing existing production capabilities.

During the nine months ended September 30, 2004, there were no material changes outside the ordinary course of business to the Company’s contractual obligations presented in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , of the Annual Report on Form 10-K for the period ended December 31, 2003.

With regard to the Company’s discontinued operations, net cash used by operating activities during the nine months ended September 30, 2004 was $82.3 million and net cash provided by operating activities during the nine months ended September 30, 2003 was $4.8 million.

Working Capital

Current assets less cash and cash equivalents increased $185.0 million, or 63.9%, from $289.4 million at December 31, 2003 to $474.4 million at September 30, 2004. Receivables increased $103.4 million during the nine months ended September 30, 2004 due primarily to the Merger, increased sales late in the third quarter of 2004 and the impact of currency translation on receivables denominated in currencies other than the United States dollar. Inventories increased by $128.9 million during the first nine months of 2004 due primarily to the addition of the CDT operations, increased production necessary to support higher sales levels and the impact of currency translation on inventories denominated in currencies other than the United States dollar. Current assets of discontinued operations decreased $75.5 million during the nine months ended September 30, 2004 due primarily to the sale of certain inventory and equipment in the amount of $82.1 million to Superior in the second quarter of 2004 partially offset by for the addition of Raydex’s Skelmersdale, United Kingdom operation, Montrose and Admiral to discontinued operations in the third quarter of 2004.

Current liabilities increased $29.9 million, or 16.3%, from $183.1 million at December 31, 2003 to $213.0 million at September 30, 2004. Accounts payable and accrued liabilities increased $94.3 million during the nine months ended September 30, 2004 due primarily to the addition of the CDT operations, severance and other benefits charges totaling $10.6 million accrued during 2004 for personnel reductions in both the United States and Europe and a planned manufacturing facility closure in the United States, increased production late in the third quarter of 2004, higher costs on copper, Teflon ^® FEP and commodities derived from petroleum and natural gas and the impact of currency translation on accounts payable and accrued liabilities denominated in currencies other than the United States dollar which were partially offset by severance payments totaling $15.8 million during the first nine months of 2004. In regard to the severance charges and payments, please refer to Note 11, Accrued Severance and Other Related Benefits , in this Quarterly Report on Form 10-Q.

Current maturities of long-term debt decreased $50.9 million during the nine months ended September 30, 2004, due to the payment of notes payable totaling $64.0 million in September 2004 partially offset by the reclassification of notes payable totaling $15.0 million that mature in August 2005 from long-term debt. Current liabilities of discontinued operations decreased $13.4 million due primarily to curtailment of operations at the Company’s Phoenix, Arizona manufacturing facility during the third quarter of 2004 partially offset by the addition of Raydex’s Skelmersdale, United Kingdom operation, Montrose and Admiral to discontinued operations in the third quarter of 2004.

Long-Lived Assets

Long-lived assets increased $404.3 million, or 139.8%, from $289.2 million at December 31, 2003 to $693.5 million at September 30, 2004.

Property, plant and equipment includes the acquisition cost less accumulated depreciation of the Company’s land and land improvements, buildings and leasehold improvements and machinery and equipment. Property, plant and equipment increased $163.5 million during the first nine months of 2004 due mainly to the Merger partially offset by depreciation and the reclassification of certain equipment at the Ft. Mill, South Carolina manufacturing facility to long-lived assets of discontinued operations during the second quarter of 2004.

Goodwill and other intangibles includes goodwill, defined as the unamortized difference between the aggregate purchase price of acquired businesses taken as a whole and the fair market value of the identifiable net assets of those acquired businesses. Goodwill and other intangibles increased by $227.5 million during the first nine months of 2004 due to the Merger.

Included in other long-lived assets are unamortized prepaid service fees associated with the Company’s borrowing arrangements and long-lived pension fund prepayments. Other long-lived assets increased $7.6 million during the first nine months of 2004 due primarily to the Merger and the reclassification of a long-lived pension fund prepayment associated with the Company’s pension plan in the United States from other long-term liabilities during the second quarter of 2004.

Long-lived assets of discontinued operations increased $5.7 million during the first nine months of 2004 due primarily to the reclassification of certain equipment at the Ft. Mill, South Carolina manufacturing facility from property, plant and equipment during the second quarter of 2004.and the addition of Raydex’s Skelmersdale, United Kingdom operation, Montrose and Admiral to discontinued operations during the third quarter of 2004.

Capital Structure


	September 30, 2004					December 31, 2003
	Amount		Percent			Amount		Percent
(in thousands, except % data)
Current maturities of long-term debt	$	15,005		1.5	%	$	65,951		13.9	%
Long-term debt		233,755		24.0	%		136,000		28.5	%

Total debt		248,760		25.5	%		201,951		42.4	%
Stockholders’ equity		726,397		74.5	%		274,410		57.6	%

	$	975,157		100.0	%	$	476,361		100.0	%

The Company’s capital structure consists primarily of current maturities of long-term debt, long-term debt and stockholders’ equity. The capital structure increased $498.8 million during the first nine months of 2004 due to a $452.0 million increase in stockholders’ equity and a $46.8 million increase in debt.

In 1997, the Company completed a private placement of $75.0 million of unsecured medium-term notes. The notes bear interest at 6.92% and mature in $15.0 million annual increments in August 2005 through August 2009. In 1999, the Company completed a private placement of $64.0, $44.0 and $17.0 million in unsecured debt. The notes bear interest at 7.65%, 7.75%, and 8.06%, respectively, and mature in September 2004, September 2006, and September 2009, respectively. The agreements for these notes contain various customary affirmative and negative covenants and other provisions, including restrictions on the incurrence of debt, maintenance of maximum leverage ratio and minimum net worth. The Company was in compliance with these covenants at September 30, 2004. The Company repaid the $64.0 million tranche of the 1999 placement in September 2004.

At September 30, 2004, the Company had outstanding $110.0 million of unsecured subordinated debentures. The debentures are convertible into shares of common stock, at a conversion price of $18.069 per share, upon the occurrence of certain events. The conversion price is subject to adjustment in certain circumstances. Holders may surrender their debentures for conversion upon satisfaction of any of the following conditions: (1) the closing sale price of the Company’s common stock is at least 110% of the conversion price for a minimum of 20 days in the 30 trading-day period ending on the trading day prior to surrender; (2) the senior implied rating assigned to the Company by Moody’s Investors Service, Inc. is downgraded to B2 or below and the corporate credit rating assigned to the Company by Standard & Poor’s is downgraded to B or below; (3) the Company has called the debentures for redemption; or (4) upon the occurrence of certain corporate transactions as specified in the indenture. As of September 30, 2004, condition (1) had been met, the senior implied rating was Ba2, and the corporate credit rating was BB-. Interest of 4.0% is payable semiannually in arrears, on January 15 and July 15. The debentures mature on July 15, 2023, if not previously redeemed. The Company may redeem some or all of the debentures on or after July 21, 2008, at a price equal to 100% of the principal amount of the debentures plus accrued and unpaid interest up to the redemption date. Holders may require the Company to purchase all or part of their debentures on July 15, 2008, July 15, 2013, or July 15, 2018, at a price equal to 100% of the principal amount of the debentures plus accrued and unpaid interest up to the redemption date, in which case the purchase price may be paid in cash, shares of the Company’s common stock or a combination of cash and the Company’s common stock, at the Company’s option.

The Company entered into a credit agreement with a group of six banks on October 9, 2003 ( Credit Agreement ). The Credit Agreement provides for a secured, variable-rate and revolving credit facility not to exceed $75.0 million expiring in June 2006. In general, a portion of the Company’s assets in the United States, other than real property, secures any borrowing under the Credit Agreement. The amount of any such borrowing is subject to a borrowing base comprised of a portion of the Company’s receivables and inventories located in the United States. A fixed charge coverage ratio covenant becomes applicable if the Company’s excess borrowing availability falls below $25.0 million. There were no outstanding borrowings at September 30, 2004 under the Credit Agreement. The Company had $29.2 million in borrowing capacity available at September 30, 2004.

The Company manages its debt portfolio by using interest rate swap agreements to achieve an overall desired position of fixed and floating rates. At September 30, 2004, the Company was not a party to any interest rate swap agreements. During the quarter ended September 30, 2004, the Company was party to interest rate swap agreements relating to its 7.60% medium-term notes that matured on September 1, 2004. These swaps, which matured on September 1, 2004, converted a notional amount of $64.0 million from a fixed rate to a floating rate in conjunction with the Company’s ongoing debt management strategy. These arrangements were designated and qualified as fair value hedges of the associated medium-term notes in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities . Net interest differentials earned from the interest rate swaps of $0.3 pretax (or $0.01 per diluted share) and $1.3 million pretax (or $0.03 per diluted share) were recorded as reductions to interest expense for the three- and nine-month periods ended September 30, 2004. Net interest differentials earned from the interest rate swaps reduced the Company’s average interest rate on long-term debt by 0.51 and 0.79 percentage points for the three- and nine-month periods ended September 30, 2004.

Borrowings have the following scheduled maturities.


	Payments Due by Period
					1-2		3-4		After
September 30, 2004	Total		Less than 1 year		years		years		4 years
(in thousands)
Long-term debt	$	248,760	$	15,005	$	76,755	$	157,000	$	—

Other Commercial Commitments


	Amount of Commitment Expiration Per Period
					1-3		4-5		After
September 30, 2004	Total		Less than 1 year		years		years		5 years
(in thousands)
Lines of credit ⁽¹⁾	$	29,200	$	—	$	29,200	$	—	$	—
Standby letters of credit		8,444		8,444		—		—		—
Bank guarantees		4,095		4,095		—		—		—
Surety bonds		3,949		3,949		—		—		—

Total commercial commitments	$	45,688	$	16,488	$	29,200	$	—	$	—

(1) The Company entered into a credit agreement with a group of six banks on October 9, 2003 (Credit Agreement). The Credit Agreement provides for a secured, variable-rate and revolving credit facility not to exceed $75.0 million expiring in June 2006. The amount of any borrowing under the Credit Agreement is subject to a borrowing base comprised of a portion of the Company’s receivables and inventories located in the United States. The Company’s borrowing capacity under the Credit Agreement as of September 30, 2004 was $29.2 million.

Stockholders’ equity increased by $452.0 million, or 164.7%, during the first nine months of 2004 due primarily to the Merger partially offset by net loss for the nine months ended September 30, 2004 of $3.4 million and dividends of $4.9 million.

Off-Balance Sheet Arrangements

The Company was not a party to any of the following types of off-balance sheet arrangements at September 30, 2004:

• Guarantee contracts or indemnification agreements that contingently require the Company to make payments to the guaranteed or indemnified party based on changes in an underlying asset, liability or equity security of the guaranteed or indemnified party;

• Guarantee contracts that contingently require the Company to make payments to the guaranteed party based on another entity’s failure to perform under an obligating agreement;

• Indirect guarantees under agreements that contingently require the Company to transfer funds to the guaranteed party upon the occurrence of specified events under conditions whereby the funds become legally available to creditors of the guaranteed party and those creditors may enforce the guaranteed party’s claims against the Company under the agreement;

• Retained or contingent interests in assets transferred to an unconsolidated entity or similar arrangements that serve as credit, liquidity or market risk support to that entity for such assets;

• Derivative instruments that are indexed to the Company’s common or preferred stock and classified as stockholders’ equity under accounting principles generally accepted in the United States; or

• Material variable interests held by the Company in unconsolidated entities that provide financing, liquidity, market risk or credit risk support to the Company, or engage in leasing, hedging or research and development services with the Company.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires the Company to make judgments, assumptions and estimates that affect the amounts reported in its Consolidated Financial Statements and accompanying notes. The Company considers the accounting policies described in Critical Accounting Policies within Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , of its Annual Report on Form 10-K for the year ended December 31, 2003 to be its most critical accounting policies. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the Consolidated Financial Statements. The Company bases its estimates on historical experience or various assumptions that are believed to be reasonable under the circumstances, and the results form the basis for making judgments about the reported values of assets, liabilities, revenues and expenses. The Company believes these judgments have been materially accurate in the past and the basis for these judgments should not change significantly in the future. The Company’s senior management has discussed the development, selection and disclosure of these estimates with the Audit Committee of the Company’s Board of Directors. Actual results may differ materially from these estimates under different assumptions or conditions.

During the nine months ended September 30, 2004:

• The Company did not change any of its existing critical accounting policies but has adopted a new critical accounting policy regarding purchase accounting for the Merger:

Fair value of assets acquired and liabilities assumed in the Merger

The Merger was accounted for using the purchase method of accounting. The purchase method requires management to make significant estimates. First, management must estimate the cost of the acquired entity based on the fair value of the consideration paid or the fair value of the net assets acquired, whichever is more clearly evident. This cost must then be allocated to the assets acquired and liabilities assumed based on their estimated fair values at the Merger consummation date. In addition, management must identify and estimate the fair values of intangible assets that should be recognized as assets apart from goodwill. Management utilized third party appraisals to assist in estimating the fair value of tangible property, plant and equipment and intangible assets acquired;

• No existing accounting policies became critical accounting policies due to an increase in the materiality of associated transactions or changes in the circumstances to which associated judgments and estimates relate; and

• There were no significant changes in the manner in which critical accounting policies were applied or in which related judgments and estimates were developed.

Outlook

Based on current orders, management believes that the continuing operations of Belden CDT will generate revenues in the range of $300.0 to $310.0 million for the quarter ending December 31, 2004. Management believes that the Company’s operating margin, adjusted to exclude merger-related expenses and charges for severance, asset impairment and other restructuring actions, will be similar in the fourth quarter of 2004 with the third quarter of 2004.

Costs for such raw materials as copper, Teflon ^® FEP and commodities derived from petroleum and natural gas have increased substantially due to worldwide demand, temporary supply restrictions and the effect of a weaker United States dollar in relation to other currencies. Business units of Belden CDT raised sales prices across most product lines at different times during the year to offset these increased costs. The Company has expressed an intent to continue to recapture the cost of raw material increases through its pricing. In regard primarily to the legacy Belden operations in Europe, Belden CDT was able during the third quarter (after significant delays) to achieve a portion of its price increase objectives to offset rising material costs, but because the competitive environment in that market is characterized by excess capacity and price competition, the Company is uncertain whether the improved pricing will be sustained or whether the Company will be forced to lower prices, offer discounts, or suffer the loss of sales volume in this market.

Management expects that the Company’s discontinued operations will generate a net loss of $1.9 million in the fourth quarter of 2004, net of tax benefit. The Company expects that the discontinued operations will continue to generate operating losses in 2005 until they are completely closed and the assets are disposed. The Company anticipates the liquidation of assets of discontinued operations will generate cash that will largely offset cash severance payments that have been recognized.

The Company has incurred severance charges having to do with the discontinuation of certain operations and with other actions intended to reduce costs. The amount of the charges recognized but not funded as of September 30, 2004 is $20.7 million. Management expects that the portion of the charges that will be funded in the fourth quarter of 2004 is $4.4 million, which will have a negative effect on cash flow. Management expects that there may be additional restructuring charges (severance and asset impairment) in future periods that will have a negative effect on operating results in the short term and a negative effect on cash flow.

As of the merger date, the inventory of the legacy CDT operations was adjusted to fair market value ( FMV ) under the rules of purchase accounting. The effect of the adjustment was to increase the initial carrying value of the inventory by $3.7 million. During the third quarter of 2004, sales of the legacy CDT inventory consumed $2.2 million of this FMV adjustment in cost of goods sold. The remainder of the initial adjustment, $1.5 million, remained in inventory as of September 30, 2004, and will become part of cost of goods sold mostly in the fourth quarter of 2004 with a small amount in future quarters as the rest of the subject inventory is sold. The effect will be to increase cost of goods sold and reduce net income in the fourth quarter and future quarters.

In connection with the merger, the Company granted retention and integration awards to certain employees. These awards consist of cash and restricted stock and are payable in three installments. The first installment was paid to the grantees in the third quarter of 2004. The second and third installments will be paid on the first and second anniversary dates of the merger (July 15, 2005 and 2006) subject to certain conditions with respect to the grantees’ continued employment with the Company. The Company plans to accrue the expense for the second and third installments quarterly, having begun with the third quarter of 2004 and ending with the second quarter of 2006. Management anticipates that the amount of the expense will be $0.7 million quarterly or $2.8 million annually. The cash expenditure in July 2005 and 2006 will be approximately $2.2 million in each year.

Because of net-operating-loss carryforwards, the Company anticipates that it will not make cash payments of United States income taxes during the fourth quarter of 2004 or during 2005. Cash payments of income taxes will occur for some local and non-U.S. jurisdictions.

The Company is a party to a sales incentive agreement under which a customer promised to pay the Company up to $3.0 million in 2004 and $3.0 million in 2005 unless the customer purchased a certain volume of products from the Company in each of the years. Because the customer has not met and is not expected to meet the purchase requirements during 2004, the Company expects to recognize other operating income of $3.0 million during the fourth quarter of 2004 and to receive cash payment of $3.0 million in the first quarter of 2005.

Management believes depreciation and amortization expense for Belden CDT will be approximately $9.4 in the fourth quarter of 2004. The Company has estimated that depreciation and amortization expense in the year 2005 will be approximately $42.0 million. Capital expenditures for Belden CDT in the fourth quarter of 2004 should be approximately $5.6 million.

Belden CDT anticipates funding $2.1 million during the fourth quarter of 2004 to its defined benefit pension plans and other postretirement plans. Belden CDT expects to repay $15.0 million of long-term notes in August 2005 as they become due. Belden CDT anticipates it will have sufficient funds to satisfy these cash requirements.

The Company is engaged in an effort to liquidate its excess real estate in the United States, Canada and Europe. The Company has listed for sale several buildings with combined net book value of approximately $28.4 million. Management anticipates that net proceeds from the sale of real estate in the fourth quarter of 2004 will be approximately $6.8 million if transactions close as scheduled.

Forward-Looking Statements

The statements set forth in this Quarterly Report on Form 10-Q other than historical facts, including those noted in the “Outlook” section, are forward-looking statements made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995. As such, they are based on current expectations, estimates, forecasts and projections about the industries in which Belden CDT operates, general economic conditions, and management’s beliefs and assumptions. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. As a result, the actual results of Belden CDT may differ materially from what is expected or forecasted in such forward-looking statements. Belden CDT undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, and disclaims any obligation to do so.

Actual results for Belden CDT may differ materially from such forward-looking statements for the following reasons: changing economic conditions in North America, Europe and Asia (and the impact such conditions may have on sales); increasing price, product and service competition from local and international competitors (including new entrants); the creditworthiness of customers; the continued ability of Belden CDT to introduce, manufacture and deploy competitive new products and services on a timely, cost-effective basis; the ability of Belden CDT to successfully integrate its operations and to realize expected synergies and cost savings; the ability of Belden CDT to retain key personnel; the ability of Belden CDT to transfer production to new or existing facilities; developments in technology; the threat of displacement from competing technologies (including wireless and fiber optic technologies); demand and acceptance of products by customers and end users; changes in raw material costs (specifically, costs for copper, Teflon ^® FEP and commodities derived from petroleum and natural gas) and availability; changes in transportation costs; changes in foreign currency exchange rates; the pricing of products (including the ability of Belden CDT to adjust product pricing in a timely manner in response to raw material and transportation cost volatility); the success of implementing cost-saving programs and initiatives; reliance on large customers (particularly, the reliance of the Electronic segment on sales to certain large distributors); the threat of war and terrorist activities; general industry and market conditions and growth rates; and other factors noted in Belden’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, Belden’s report on form 8-K filed with the SEC on May 25, 2004, CDT’s Annual Report on Form 10-K for the fiscal year ended July 31, 2003, CDT’s Registration Statement on Form S-4 filed on March 24, 2004 and other Securities Exchange Act of 1934 filings.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risks relating to the Company’s operations result primarily from interest rates, foreign exchange rates, certain commodity prices and concentrations of credit. The Company manages its exposure to these and other market risks through regular operating and financing activities, and on a limited basis, through the use of derivative financial instruments. The Company intends to use such derivative financial instruments as risk management tools and not for speculative investment purposes. Item 7A, Quantitative and Qualitative Disclosures About Market Risks , of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 and the Company’s Current Report on Form 8-K filed on May 26, 2004 provide more information as to the types of practices and instruments used to manage risk. There was no material change in the Company’s exposure to market risks since December 31, 2003.

ITEM 4: DISCLOSURE CONTROLS AND PROCEDURES

As of September 30, 2004 (the end of the period covered by this report), the Company conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal financial officer, of the Company’s disclosure controls and procedures. Based upon that evaluation, the principal executive officer and the principal financial officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance that the information required to be disclosed in this report is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. As discussed below, there have been changes in the Company’s internal control over financial reporting during the Company’s third fiscal quarter that have materially affected, or are reasonable likely to materially affect, the Company’s internal control over financial reporting.

As background, effective July 15, 2004, Belden and the Company completed a merger transaction, which resulted in the Company changing its name from CDT to Belden CDT Inc. and Belden becoming a wholly owned subsidiary of the Company. Although the Company (formerly CDT) was deemed to be the legal acquirer and, therefore, the registrant for purposes of Exchange Act reporting going forward, Belden was considered the acquirer for accounting purposes. CDT’s independent auditor was Deloitte & Touche LLP ( DT ) while Belden’s independent auditor was Ernst & Young LLP ( EY ). At a meeting held on August 31, 2004, the audit committee of the Company’s Board of Directors approved the engagement of EY as its independent auditor for the fiscal year ending December 31, 2004.

DT had previously issued a letter dated October 27, 2003, to CDT’s Audit Committee, reporting matters that came to DT’s attention in connection with its review of CDT’s financial statements for the year ended July 31, 2003. DT noted a “Reportable Condition” as defined under the standards established by the American Institute of Certified Public Accountants, expressing its belief that CDT needed to (i) expand financial accounting resources at the Corporate level, (ii) develop and communicate accounting policies and procedures on a Corporate-wide basis and (iii) enhance oversight of the accounting and financial reporting process.

Since the time of the merger transaction with Belden, the Company has conformed Belden’s and CDT’s internal control over financial reporting resulting in changes that have improved both Belden’s and CDT’s previous internal controls over financial reporting. These changes are: (i) CDT’s corporate functions for accounting, tax, treasury and financial reporting have been merged into and are conducted or directed by the larger former Belden corporate staff, (ii) Belden’s previous internal control policies have been revised and amended to develop formal, written internal control policies applicable to all operating units which have been communicated and applied Company-wide and (iii) an organizational structure that provides a divisional-management level review of individual reporting, unit level accounting, reporting processes and financial results has been implemented Company-wide. As a result of this revised structure, the Company has reduced the number of its reporting units and has centralized routine processes in its larger business units. These measures, in turn, have improved the Company’s systems through greater segregation of duties and controls over financial reporting.

The Company believes the above collective changes have improved its internal control over financial reporting and substantially address the concerns expressed in DT’s letter of October 27, 2003 to CDT’s Audit Committee. Section 404 of the Sarbanes-Oxley Act of 2002 requires the Company, commencing with its 2004 Annual Report, to provide management’s annual report on its assessment of the effectiveness of its internal control over financial reporting and, in connection with such assessment, an attestation report of its registered public accountant, EY. The Company is in the process of conducting this assessment and based on the result of procedures performed to date has identified significant internal control deficiencies relating to the valuation of inventory at certain former CDT operating locations. The Company has also identified a significant deficiency in its temporary consolidation procedures relating to legacy CDT operations implemented for the integration period following the Merger. The Company has implemented additional internal control activities that are designed to mitigate these deficiencies and plans to take additional actions in connection with changes resulting from the merger that the Company believes are appropriate. However, at this time, due to the ongoing evaluation and testing of the Company’s internal control over financial reporting, there can be no assurance that the Company will not identify additional significant deficiencies or a material weakness.

Due to the complexity of the CDT operations, the implementation of Belden’s internal controls over financial reporting throughout such operations is a lengthy process. Because the merger of Belden and CDT occurred in the latter half of the year it would be difficult for the Company to complete its assessment of internal controls over financial reporting at the CDT operations as of December 31, 2004 as required by Section 404 of the Sarbanes-Oxley Act. EY has also advised that it may not be able to complete its attestation procedures with respect to the CDT operations in sufficient time to allow the timely filing of the Company’s 2004 Annual Report. Due to these issues and in order to permit the timely completion of the Company assessment and EY attestation under Section 404, the Company will likely elect to exclude the CDT operations from the scope of the Company’s 2004 annual assessment as allowed under the guidance provided by the SEC in Management’s Report on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, Frequently Asked Questions issued October 6, 2004.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is a party to various legal proceedings and administrative actions that are incidental to its operations. These proceedings include personal injury cases (about 219 of which the Company was aware at October 28, 2004) in which the Company is one of many defendants, none of which is scheduled to go to trial in 2004 and twelve of which are scheduled for trial during 2005.

Electricians have filed a majority of these cases, primarily in New Jersey and Pennsylvania. Plaintiffs in these cases generally seek compensatory, special and punitive damages. As of October 28, 2004, in 33 of these cases, plaintiffs generally allege only damages in excess of some dollar amount (i.e., in one case, not less than $15 thousand and in the other cases, not less than $50 thousand). In 182 of these cases, plaintiffs generally do not allege a specific damage demand. As to the other 4 cases, the plaintiffs generally allege monetary damages for a specified amount, the largest amount claimed being $10 million compensatory and $10 million punitive damages (which has been asserted in two of these cases). In none of these cases do plaintiffs allege claims for specific dollar amounts as to any defendant. Based on the Company’s experience in such litigation, the amounts pleaded in the complaints are not typically meaningful as an indicator of the Company’s ultimate liability.

Typically in these cases, the claimant alleges injury from alleged exposure to heat-resistant asbestos fiber, which was usually encapsulated or embedded and lacquer-coated or covered by another material. Exposure to the fiber would have occurred, if at all, while stripping (cutting) the wire or cable that had such fiber. It is alleged by claimants that exposure to the fiber may result in respiratory illness. Generally, stripping was done to repair or to attach a connector to the wire or cable. Alleged predecessors of the Company had a small number of products that contained the fiber, but ceased production of such products more than fifteen years ago.

Through October 28, 2004, the Company had been dismissed in approximately 57 similar cases without any going to trial or any payment to the claimant. Some of these cases were dismissed without prejudice primarily because the claimants could not show any injury, or could not show that injury was caused from exposure to products of alleged predecessors of the Company. Only one case has involved a settlement, with the Company paying $1,275.00 and two of its insurers paying the remainder. The Company has insurance that it believes should cover a significant portion of any defense, settlement or judgment costs borne by the Company in these types of cases and, under an agreement with the Company, two insurance carriers are paying 83% of the defense costs in these types of cases and defense costs do not erode their policy limits.

The Company vigorously defends these cases. As a separate matter, liability for any such injury generally should be allocated among all defendants in such cases in accordance with applicable law. From 1996 through October 28, 2004, the total amount of litigation costs paid by the Company for all cases of this nature was approximately $194 thousand. In the opinion of the Company’s management, the proceedings and actions in which the Company is involved should not, individually or in the aggregate, have a material adverse effect on the Company’s results of operations or financial condition.

ITEM 5. OTHER INFORMATION

Our independent auditor, EY, recently notified the Securities and Exchange Commission ( SEC ), the Public Company Accounting Oversight Board and the Audit Committee of our Board of Directors that certain non-audit services EY performed in China for a large number of public companies, including Belden CDT, were thought to have raised questions regarding EY’s independence in its performance of audit services.

With respect to Belden CDT, from 2001 through June 2004, affiliates of EY performed tax calculation, preparation and remittance services for subsidiaries of the Company and a small number (fewer than a dozen) of employees located in China. The payment of those taxes involved handling of Company related funds, which is not permitted under SEC auditor independence rules. These payment services by affiliates of EY have been discontinued. The amount of taxes paid by EY were less than $65 thousand each year and fees paid to EY in connection with these services were less than $15 thousand each year. The Company believes the tax and fee amounts are de minimis.

The Audit Committee and EY have considered the impact that the holding and paying of these funds may have had on EY’s independence with respect to the Company and have concluded that there has been no impairment of EY’s independence. In making this determination, the Audit Committee considered the de minimis amount of funds involved, the administrative nature of the actions, that the EY affiliates involved performed no audit services related to the Company and that the subsidiaries involved were immaterial to the consolidated financial statements of the Company.

ITEM 6.EXHIBITS


Exhibit 2.1		Amendment No. 1 to the Agreement and Plan of Merger, dated as of May 25, 2004, by and among Cable Design Technologies Corporation, BC Merger Corp. and Belden Inc. (Incorporated by reference to Exhibit 2.2 to Cable Design Technologies Corporation’s Registration Statement on Form S-4/A (File no. 333-113875))

Exhibit 4.1*		Amendment to Rights Agreement dated as of December 11, 1996, by and between Belden CDT Inc. and Equiserve Trust Company, N.A., successor to The First National Bank of Boston, as rights agent

Exhibit 10.1*		Retention Award Letter Agreement dated June 28, 2004 between Belden Inc. (assumed by Belden CDT Inc.) and C. Baker Cunningham

Exhibit 10.2*		Retention Award Letter Agreement dated June 28, 2004 between Belden Inc. (assumed by Belden CDT Inc.) and Richard K. Reece

Exhibit 10.3*		Retention Award Letter Agreement dated June 28, 2004 between Belden Inc. (assumed by Belden CDT Inc.) and Kevin L. Bloomfield

Exhibit 10.4*		Retention Award Letter Agreement dated June 28, 2004 between Belden Inc. (assumed by Belden CDT Inc.) and D. Larrie Rose

Exhibit 10.5*		Retention Award Letter Agreement dated June 28, 2004 between Belden Inc. (assumed by Belden CDT Inc.) and Robert W. Matz


Exhibit 10.6*		Retention Award Letter Agreement dated June 28, 2004 between Belden Inc. (assumed by Belden CDT Inc.) and Stephen H. Johnson

Exhibit 10.7*		Retention Award Letter Agreement dated June 28, 2004 between Belden Inc. (assumed by Belden CDT Inc.) and Cathy O. Staples

Exhibit 10.8*		Retention Award Letter Agreement dated July 8, 2004 between Cable Design Technologies Corporation (now Belden CDT Inc.) and Robert Canny

Exhibit 10.9*		Retention Award Letter Agreement dated July 8, 2004 between Cable Design Technologies Corporation (now Belden CDT Inc.) and David R. Harden

Exhibit 10.10*		Retention Award Letter Agreement dated July 8, 2004 between Cable Design Technologies Corporation (now Belden CDT Inc.) and Peter Sheehan

Exhibit 10.11		Retention Agreement dated as of May 14, 2004 among Fred C. Kuznik, Cable Design Technologies Corporation (now Belden CDT Inc.) and Cable Design Technologies Inc. (Incorporated by reference to Exhibit 10.3 to Cable Design Technologies Corporation’s Registration Statement on Form S-4/A (File no. 333-113875))

Exhibit 10.12		Form of Retention Agreement among George Graeber, Cable Design Technologies Corporation (now Belden CDT Inc.) and Cable Design Technologies Inc. (Incorporated by reference to Exhibit 10.4 to Cable Design Technologies Corporation’s Registration Statement on Form S-4/A (File no. 333-113875))

Exhibit 10.13*		First Amendment to Change of Control Employment Agreement dated as of June 28, 2004 between Belden Inc. (assumed by Belden CDT Inc.) and C. Baker Cunningham

Exhibit 10.14*		First Amendment to Change of Control Employment Agreement dated as of June 28, 2004 between Belden Inc. (assumed by Belden CDT Inc.) and Richard K. Reece

Exhibit 10.15*		First Amendment to Change of Control Employment Agreement dated as of June 28, 2004 between Belden Inc. (assumed by Belden CDT Inc.) and Kevin L. Bloomfield

Exhibit 10.16*		First Amendment to Change of Control Employment Agreement dated as of June 28, 2004 between Belden Inc. (assumed by Belden CDT Inc.) and D. Larrie Rose

Exhibit 10.17*		First Amendment to Change of Control Employment Agreement dated as of June 28, 2004 between Belden Inc. (assumed by Belden CDT Inc.) and Robert W. Matz

Exhibit 10.18*		First Amendment to Change of Control Employment Agreement dated as of June 28, 2004 between Belden Inc. (assumed by Belden CDT Inc.) and Stephen H. Johnson

Exhibit 10.19*		First Amendment to Change of Control Employment Agreement dated as of June 28, 2004 between Belden Inc. (assumed by Belden CDT Inc.) and Cathy O. Staples

Exhibit 10.20*		Form of Restricted Stock Grant under the 2001 Cable Design Technologies Corporation Long-Term Incentive Plan to each of Bryan C. Cressey, Lance C. Balk, Glenn Kalnasy, and Michael F.O. Harris in the amount of 2,000 shares each.


Exhibit 10.21*		First Amendment to Indemnification Agreement dated as of July 14, 2004 between Belden Inc. (assumed by Belden CDT Inc.) and C. Baker Cunningham

Exhibit 10.22*		First Amendment to Indemnification Agreement dated as of July 14, 2004 between Belden Inc. (assumed by Belden CDT Inc.) and Richard K. Reece

Exhibit 10.23*		First Amendment to Indemnification Agreement dated as of July 14, 2004 between Belden Inc. (assumed by Belden CDT Inc.) and Kevin L. Bloomfield

Exhibit 10.24*		First Amendment to Indemnification Agreement dated as of July 14, 2004 between Belden Inc. (assumed by Belden CDT Inc.) and D. Larrie Rose

Exhibit 10.25*		First Amendment to Indemnification Agreement dated as of July 14, 2004 between Belden Inc. (assumed by Belden CDT Inc.) and Robert W. Matz

Exhibit 10.26*		First Amendment to Indemnification Agreement dated as of July 14, 2004 between Belden Inc. (assumed by Belden CDT Inc.) and Stephen H. Johnson

Exhibit 10.27*		First Amendment to Indemnification Agreement dated as of July 14, 2004 between Belden Inc. (assumed by Belden CDT Inc.) and Cathy O. Staples

Exhibit 10.28*		First Amendment to Indemnification Agreement dated as of July 14, 2004 between Belden Inc. (assumed by Belden CDT Inc.) and Christopher I. Byrnes

Exhibit 10.29*		First Amendment to Indemnification Agreement dated as of July 14, 2004 between Belden Inc. (assumed by Belden CDT Inc.) and John M. Monter

Exhibit 10.30*		First Amendment to Indemnification Agreement dated as of July 14, 2004 between Belden Inc. (assumed by Belden CDT Inc.) and Lorne D. Bain

Exhibit 10.31*		First Amendment to Indemnification Agreement dated as of July 14, 2004 between Belden Inc. (assumed by Belden CDT Inc.) and Bernard G. Rethore

Exhibit 10.32*		Indemnification Agreement dated as of September 1, 2004 between Belden CDT Inc. and C. Baker Cunningham

Exhibit 10.33*		Indemnification Agreement dated as of September 1, 2004 between Belden CDT Inc. and Richard K. Reece

Exhibit 10.34*		Indemnification Agreement dated as of September 1, 2004 between Belden CDT Inc. and Kevin L. Bloomfield

Exhibit 10.35*		Indemnification Agreement dated as of September 1, 2004 between Belden CDT Inc. and D. Larrie Rose

Exhibit 10.36*		Indemnification Agreement dated as of September 1, 2004 between Belden CDT Inc. and Robert W. Matz

Exhibit 10.37*		Indemnification Agreement dated as of September 1, 2004 between Belden CDT Inc. and Stephen H. Johnson


Exhibit 10.38*		Indemnification Agreement dated as of September 1, 2004 between Belden CDT Inc. and Cathy O. Staples

Exhibit 10.39*		Indemnification Agreement dated as of September 1, 2004 between Belden CDT Inc. and Robert Canny

Exhibit 10.40*		Indemnification Agreement dated as of September 1, 2004 between Belden CDT Inc. and Peter Sheehan

Exhibit 10.41*		Indemnification Agreement dated as of September 1, 2004 between Belden CDT Inc. and Christopher I. Byrnes

Exhibit 10.42*		Indemnification Agreement dated as of September 1, 2004 between Belden CDT Inc. and John M. Monter

Exhibit 10.43*		Indemnification Agreement dated as of September 1, 2004 between Belden CDT Inc. and Lorne D. Bain

Exhibit 10.44*		Indemnification Agreement dated as of September 1, 2004 between Belden CDT Inc. and Bernard G. Rethore

Exhibit 10.45*		Indemnification Agreement dated as of September 1, 2004 between Belden CDT Inc. and Bryan C. Cressey

Exhibit 10.46*		Indemnification Agreement dated as of September 1, 2004 between Belden CDT Inc. and Ferdinand C. Kuznik

Exhibit 10.47*		Indemnification Agreement dated as of September 1, 2004 between Belden CDT Inc. and Lance C. Balk

Exhibit 10.48*		Indemnification Agreement dated as of September 1, 2004 between Belden CDT Inc. and Michael F.O. Harris

Exhibit 10.49*		Indemnification Agreement dated as of September 1, 2004 between Belden CDT Inc. and Glenn Kalnasy

Exhibit 10.50*		Third Amendment to Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan

Exhibit 10.51*		Third Amendment to Belden Wire & Cable Company Supplemental Excess Defined Contribution Plan

Exhibit 10.52*		Trust Agreement dated as of January 1, 2001 establishing the Trust by and between Belden Wire & Cable Company (for the Supplemental Excess Defined Benefit Plan) and CG Trust Company (now Prudential Bank & Trust, F.S.B.)

Exhibit 10.53*		First Amendment to the Trust Agreement establishing the Trust by and between Belden Wire & Cable Company (for the Supplemental Excess Defined Benefit Plan) and CG Trust Company (now Prudential Bank & Trust, F.S.B.) dated as of July 14, 2004


Exhibit 10.54*		Trust Agreement dated as of January 1, 2001 establishing the Trust by and between Belden Wire & Cable Company (for the Supplemental Excess Defined Contribution Plan) and CG Trust Company (now Prudential Bank & Trust, F.S.B.)

Exhibit 10.55*		First Amendment to the Trust Agreement establishing the Trust by and between Belden Wire & Cable Company (for the Supplemental Excess Defined Contribution Plan) and CG Trust Company (now Prudential Bank & Trust, F.S.B.) dated as of July 14, 2004

Exhibit 10.56		Fourth Amendment to the Belden Wire & Cable Company Retirement Savings Plan (Incorporated by reference to Exhibit 10.8 to Belden CDT Inc.’s Registration Statement on Form S-8 filed in connection with the Belden Wire & Cable Company Retirement Savings Plan, the Belden Inc. 2003 Long-Term Incentive Plan and the Belden Inc. Long-Term Incentive Plan (File no. 333-117906))

Exhibit 10.57		Amendment to Belden Inc. Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.11 to Belden CDT Inc.’s Registration Statement on Form S-8 filed in connection with the Belden Wire & Cable Company Retirement Savings Plan, the Belden Inc. 2003 Long-Term Incentive Plan and the Belden Inc. Long-Term Incentive Plan (File no. 333-117906))

Exhibit 10.58		Amendment to Belden Inc. 2003 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.3 to Belden CDT Inc.’s Registration Statement on Form S-8 filed in connection with the Belden Wire & Cable Company Retirement Savings Plan, the Belden Inc. 2003 Long-Term Incentive Plan and the Belden Inc. Long-Term Incentive Plan (File no. 333-117906))

Exhibit 10.59*		Amendment to Belden Inc. 2003 Employee Stock Purchase Plan

Exhibit 10.60*		Amendment to Belden U.K. Employee Share Ownership Plan

Exhibit 10.61*		Amendments to Amended and Restated 1988 Employee Stock Purchase and Option Plan (Intercole Holding Corporation), Long Term Performance Incentive Plan (1993), Supplemental Long-Term Performance Incentive Plan (1995), Non-Employee Director Plan (1995), Management Stock Award Plan (1998), 1998 Employee Stock Purchase Plan, 1999 Long-Term Performance Incentive Plan and 2001 Long-Term Performance Incentive Plan

Exhibit 10.62*		First Amendment to Credit and Security Agreement dated as of May 10, 2004, among Belden Inc., Belden Technologies, Inc., Belden Communications Company, and Belden Wire & Cable Company, as Borrowers, the Lenders listed therein, and Wachovia Bank, National Association, as Agent

Exhibit 10.63*		Consent Under and Second Amendment to Credit and Security Agreement dated as of May 26, 2004, among Belden Inc., Belden Technologies, Inc., Belden Communications Company, and Belden Wire & Cable Company, as Borrowers, the Lenders listed therein, and Wachovia Bank, National Association, as Agent

Exhibit 31.1*		Certificate of the Chief Executive Officer pursuant to § 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2*		Certificate of the Chief Financial Officer pursuant to § 302 of the Sarbanes-Oxley Act of 2002.


Exhibit 32.1*		Certificate of the Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2*		Certificate of the Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

Filed herewith

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	BELDEN CDT INC.

Date: November 15, 2004	By:	/s/ C. Baker Cunningham
		C. Baker Cunningham
		President and Chief Executive Officer

Date: November 15, 2004	By:	/s/ Richard K. Reece
		Richard K. Reece
		Vice President, Finance and Chief Financial Officer

EXHIBIT 4.1

AMENDMENT TO RIGHTS AGREEMENT

Reference is made to the Rights Agreement, dated as of December 11, 1996 (the "Rights Agreement"), between Cable Design Technologies Corporation (now Belden CDT Inc.) (the "Company") and Equiserve Trust Company, N.A., successor to The First National Bank of Boston, as rights agent. Reference is also made to the Agreement and Plan of Merger by and among Cable Design Technologies Corporation, BC Merger Corp. and Belden Inc. dated as of February 4, 2004, as amended (the "Merger Agreement"). Pursuant to the Merger Agreement, the Company effected a one-for-two reverse stock split of the common stock, par value $0.01 per share, of the Company ("Old Common Stock"), whereupon each two shares of Old Common Stock existing immediately prior to the effective time of the reverse stock split (the "Reverse Split Effective Time") were automatically reclassified into one share of common stock, par value $0.01 per share, of the Company (the "New Common Stock").

The Rights Agreement is amended to expressly provide and clarify that each two Rights (as defined in the Rights Agreement) existing immediately prior to the Reverse Split Effective Time are automatically reclassified into one Right such that, for each two rights attached to two separate shares of Old Common Stock, such Rights are reclassified into one Right attached to the share of New Common Stock.

EXHIBIT 10.1

PERSONAL & CONFIDENTIAL

June 28, 2004

Mr. C. Baker Cunningham
6424 Cecil Avenue
St. Louis, MO 63105

Dear Baker:

As you know, on February 4, 2004, Belden Inc. (the "Company"), BC Merger Corp. (the "Subsidiary") and Cable Design Technologies Corporation ("CDT") entered into an Agreement and Plan of Merger, as amended, (the "Merger Agreement") pursuant to which, among other things, the Subsidiary will be merged with and into the Company (the "Merger"). The Company believes that it is crucial that we take steps to retain key employees like you whose role is essential to our ongoing business efforts and to the successful completion of the Merger. This Agreement is intended to provide you with an incentive to continue your employment through the date on which the Merger is completed (the "Closing Date") and an additional transition period of two years thereafter (the "Retention Period"). Accordingly, as a means of assuring itself of the continued availability of your services during this critical time, the Company desires to enter into this Agreement with you.

1. RETENTION AND INTEGRATION AWARD. If the Merger is completed pursuant to the Merger Agreement, then, subject to the terms of this Agreement, you shall receive a retention payment (a "Retention and Integration Award") equal to 140% of your base annual salary as in effect on February 4, 2004 (subject to all applicable withholding taxes). 50% of the value of the Retention and Integration Award will be in the form of a cash award (the "Cash Award") and the remaining 50% will be in the form of shares of CDT restricted common stock (the "Restricted Stock Award") (which value shall be based on the closing price of CDT, common stock on the Closing Date, as adjusted by the proposed reverse stock split of the common stock of CDT, if appropriate).

(a) Cash Award. Subject to Section 2 and provided that you are employed by the Company or one of its affiliates on each applicable payment date set forth below, the Company shall pay you the Cash Award at the following times: (i) one-third (1/3) of the Cash Award on the Closing Date, (ii) one-third (1/3) of the Cash Award on the first anniversary of the Closing Date and (iii) the remaining one-third (1/3) of the Cash Award on the second anniversary of the Closing Date.

June 28, 2004

Page 2 of 4

(i) one-third (1/3) of the Restricted Stock Award on the Closing Date,
(ii) one-third (1/3) of the Restricted Stock Award on the first anniversary of the Closing Date and (iii) the remaining one-third (1/3) of the Restricted Stock Award on the second anniversary of the Closing Date.

Except as limited by this Agreement, you will have all rights associated with the restricted stock, whether vested or unvested, unless and until such shares are forfeited in accordance with the terms of this Agreement, including the right to vote, or to direct the voting of, such shares and to receive any dividends on such shares; provided that prior to vesting of the restricted stock (i) no certificates for such restricted stock will be issued to you and (ii) no such restricted stock will be transferable by you.

2. CIRCUMSTANCES WHEN RETENTION AND INTEGRATION AWARD WILL NOT BE PAID OR VEST. Notwithstanding anything in this Agreement to the contrary if (i) you terminate your employment with the Company and its affiliates for any reason prior to the end of the Retention Period (including death or for "good reason" under your change of control agreement), (ii) the Company and its affiliates terminate your employment for any reason prior to the end of the Retention Period or (iii) the Merger does not occur, then the Company shall not be obligated to pay to you any unpaid Cash Award and any unvested portion of the Restricted Stock Award shall be forfeited and cancelled. In the event that a portion of the Restricted Stock is forfeited, you grant to each officer of the Company (acting solely) the power of attorney to take such actions on your behalf to cause such portion of the Restricted Stock Award to be cancelled.

3. TREATMENT OF EXISTING EQUITY AWARDS. In consideration of the Company entering into this Agreement, you agree that notwithstanding anything in the Belden Inc. Long-Term Incentive Plan, the Belden Inc. 2003 Long-Term Incentive Plan, any other Company plan, the change of control agreement dated July 31, 2001 as amended, (the "Change of Control Agreement"), or any agreement entered into thereunder (collectively, the "Compensation Plans"), neither the Merger nor any of the other transactions contemplated by the Merger Agreement shall constitute a "change of control" for purposes of any restricted stock awards ("Other Restricted Stock Awards") held by you under the Compensation Plans and no such restricted stock shall vest as a result thereof. For clarity, the Other Restricted Stock Awards will continue to vest in accordance with the terms of the Compensation Plans and your restricted award agreements. Notwithstanding the preceding sentences, if your employment is terminated following the Merger by the Company and its affiliates without Cause or by you for Good Reason (as such terms are defined in your Change of Control Agreement), immediately prior to the effective time of such termination (i) any unvested shares of restricted stock issued to you (other than any unvested portion of the Restricted Stock Award) shall vest and the restrictions thereunder shall terminate or lapse so that such shares of stock shall be freely transferable, subject to applicable securities laws and (ii) each then unvested stock option granted to you and then outstanding shall become exercisable and all stock options then held by you may be exercised by you (subject to the terms of such options, other than vesting) for twelve months following the date of such termination of employment. You agree to take such actions as the Company may request in order to effectuate the foregoing.

June 28, 2004

Page 3 of 4

4. PAYMENT TAXABLE/NOT BENEFIT BEARING. The Company shall be entitled to withhold from any payment made pursuant to this Agreement all taxes and other amounts required to be withheld under applicable law and, subject to Section 8, you shall pay to the Company or its designee, upon its demand such amount as may be required for the purpose of satisfying the Company's obligation to withhold federal, state, local or foreign income, employment or other taxes incurred by reason of the vesting of the Restricted Stock or your filing of a Section 83(b) election (which election shall be in your sole discretion). Amounts payable under this Agreement and the value of any Restricted Stock Award shall not be treated as compensation for purposes of computing or determining any benefit under any pension, savings, severance, bonus/incentive, insurance, or other employee compensation or benefit plan of the Company or any of its subsidiaries.

5. NO RIGHT TO CONTINUED EMPLOYMENT/NO LIMIT ON COMPANY DISCRETION. Nothing in this Agreement is intended to limit the Company's discretion to take any action with regard to the Merger that the Company may consider appropriate, including, without limitation, postponing the Closing Date or terminating the Merger Agreement. This Agreement does not entitle you to be retained in the employ of the Company for any minimum or prescribed period of time and does not otherwise modify the status of your employment.

6. GOVERNING LAW. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware, disregarding its choice of law rules.

7. ACKNOWLEDGEMENT; SUCCESSORS; REFERENCES. You acknowledge that you understand the terms of this Agreement. This Agreement may be modified only by written agreement duly executed by you and Company. References herein to employment by the "Company" include your employment by a subsidiary of the Company.

8. TAX WITHHOLDING. You may elect to satisfy any FICA or tax withholding obligations under federal, state or local law arising from the vesting of any Restricted Stock Award by having the Company retain the number of shares of common stock whose Fair Market Value equals the FICA and tax amount required to be withheld (or at your option a lesser number). Any amount so elected to be withheld shall be applied to the FICA and tax obligations generated by the vesting of the Restricted Stock Award. To make a tax withholding/FICA election, you must provide a written election request to the Director, Tax & Assistant Treasurer at least 10 days prior to the vesting of a Restricted Stock Award (i.e., at least 10 days prior to the Closing Date with respect to the award that will vest on such date). "Fair Market Value" shall mean the closing price of CDT common stock on the date of vesting of any Restricted Stock Award.

9. SUCCESSORS. In addition to any obligations imposed by law upon any successor to the Company, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. This Agreement shall not be terminated by the voluntary or involuntary dissolution of the Company.

June 28, 2004

Page 4 of 4

10. DUE AUTHORIZATION. The execution, delivery and performance by the Company of this Agreement have been duly authorized by all requisite corporate action. This Agreement has been duly and validly executed and delivered by the Company and constitutes the valid and legally binding obligations of the Company enforceable against the Company in accordance with its terms. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

11. GUARANTEE. At the time of the Merger, the Company shall cause CDT to execute this Agreement and upon such execution (i) CDT shall automatically and without any further action on behalf of any party unconditionally assume all of the obligations of Belden Inc. under this Agreement as the primary obligor and (ii) references herein to the "Company" shall be deemed references to CDT.

I hope that the terms of this Agreement and the incentive just described will induce you to remain in the employ of the Company and to continue your valuable contributions to our Company's success. Please indicate your acceptance of this Agreement by signing the enclosed copy of this letter and returning it to me within five (5) business days.

Sincerely,

/s/ Kevin L. Bloomfield
---------------------------------------------
Kevin L. Bloomfield
Vice President, Secretary and General Counsel

I have read, understand and agree to the foregoing.

/s/ C. Baker Cunningham
---------------------------------------------
C. Baker Cunningham

Following completion of the Merger:

Assumption pursuant to Section 11
CABLE DESIGN TECHNOLOGIES CORPORATION

/s/ Kevin Bloomfield
---------------------------------------------

EXHIBIT 10.2

PERSONAL & CONFIDENTIAL

June 28, 2004

Mr. Richard K. Reece
21 Ballas Court
Town & Country, MO 63131

Dear Ricky:

1. RETENTION AND INTEGRATION AWARD. If the Merger is completed pursuant to the Merger Agreement, then, subject to the terms of this Agreement, you shall receive a retention payment (a "Retention and Integration Award") equal to 110% of your base annual salary as in effect on February 4, 2004 (subject to all applicable withholding taxes). 50% of the value of the Retention and Integration Award will be in the form of a cash award (the "Cash Award") and the remaining 50% will be in the form of shares of CDT restricted common stock (the "Restricted Stock Award") (which value shall be based on the closing price of CDT, common stock on the Closing Date, as adjusted by the proposed reverse stock split of the common stock of CDT, if appropriate).

June 28, 2004

Page 2 of 4

June 28, 2004

Page 3 of 4

6. GOVERNING LAW. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware, disregarding its choice of law rules.

June 28, 2004

Page 4 of 4

Sincerely,

/s/ C. Baker Cunningham
----------------------------------------
C. Baker Cunningham
CEO, President and Chairman of the Board

I have read, understand and agree to the foregoing.

/s/ Richard K. Reece
----------------------------------------
Richard K. Reece

Following completion of the Merger:

Assumption pursuant to Section 11
CABLE DESIGN TECHNOLOGIES CORPORATION

/s/ C. Baker Cunningham

EXHIBIT 10.3

PERSONAL & CONFIDENTIAL

June 28, 2004

Mr. Kevin L. Bloomfield
7 Thorndell
St. Louis, MO 63117

Dear Kevin:

1. RETENTION AND INTEGRATION AWARD. If the Merger is completed pursuant to the Merger Agreement, then, subject to the terms of this Agreement, you shall receive a retention payment (a "Retention and Integration Award") equal to 110% of your base annual salary as in effect on February 4, 2004 (subject to all applicable withholding taxes). 50% of the value of the Retention and Integration Award will be in the form of a cash award (the "Cash Award") and the remaining 50% will be in the form of shares of CDT restricted common stock (the "Restricted Stock Award") (which value shall be based on the closing price of CDT, common stock on the Closing Date, as adjusted by the proposed reverse stock split of the common stock of CDT, if appropriate).

June 28, 2004

Page 2 of 4

June 28, 2004

Page 3 of 4

6. GOVERNING LAW. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware, disregarding its choice of law rules.

June 28, 2004

Page 4 of 4

Sincerely,

/s/ C. Baker Cunningham
----------------------------------------
C. Baker Cunningham
CEO, President and Chairman of the Board

I have read, understand and agree to the foregoing.

/s/ Kevin L. Bloomfield
----------------------------------------
Kevin L. Bloomfield

Following completion of the Merger:

Assumption pursuant to Section 11
CABLE DESIGN TECHNOLOGIES CORPORATION

/s/ C. Baker Cunningham
----------------------------------------

EXHIBIT 10.4

PERSONAL & CONFIDENTIAL

June 28, 2004

Mr. D. Larrie Rose
Am Willer 4
40667 Meerbusch
Germany

Dear Larrie:

1. RETENTION AND INTEGRATION AWARD. If the Merger is completed pursuant to the Merger Agreement, then, subject to the terms of this Agreement, you shall receive a retention payment (a "Retention and Integration Award") equal to 110% of your base annual salary as in effect on February 4, 2004 (subject to all applicable withholding taxes). 50% of the value of the Retention and Integration Award will be in the form of a cash award (the "Cash Award") and the remaining 50% will be in the form of shares of CDT restricted common stock (the "Restricted Stock Award") (which value shall be based on the closing price of CDT, common stock on the Closing Date, as adjusted by the proposed reverse stock split of the common stock of CDT, if appropriate).

(b) Restricted Stock Award. Subject to Section 2 and provided that you are employed by the Company or one of its affiliates on each applicable vesting

June 28, 2004

Page 2 of 4

date set forth below, your Restricted Stock Award shall vest at the following times: (i) one-third (1/3) of the Restricted Stock Award on the Closing Date, (ii) one-third (1/3) of the Restricted Stock Award on the first anniversary of the Closing Date and (iii) the remaining one-third (1/3) of the Restricted Stock Award on the second anniversary of the Closing Date.

3. TREATMENT OF EXISTING EQUITY AWARDS. In consideration of the Company entering into this Agreement, you agree that notwithstanding anything in the Belden Inc. Long-Term Incentive Plan, the Belden Inc. 2003 Long-Term Incentive Plan, any other Company plan, the change of control agreement dated April 15, 2002 as amended, (the "Change of Control Agreement"), or any agreement entered into thereunder (collectively, the "Compensation Plans"), neither the Merger nor any of the other transactions contemplated by the Merger Agreement shall constitute a "change of control" for purposes of any restricted stock awards ("Other Restricted Stock Awards") held by you under the Compensation Plans and no such restricted stock shall vest as a result thereof. For clarity, the Other Restricted Stock Awards will continue to vest in accordance with the terms of the Compensation Plans and your restricted award agreements. Notwithstanding the preceding sentences, if your employment is terminated following the Merger by the Company and its affiliates without Cause or by you for Good Reason (as such terms are defined in your Change of Control Agreement), immediately prior to the effective time of such termination (i) any unvested shares of restricted stock issued to you (other than any unvested portion of the Restricted Stock Award) shall vest and the restrictions thereunder shall terminate or lapse so that such shares of stock shall be freely transferable, subject to applicable securities laws and (ii) each then unvested stock option granted to you and then outstanding shall become exercisable and all stock options then held by you may be exercised by you (subject to the terms of such options, other than vesting) for twelve months following the date of such termination of employment. You agree to take such actions as the Company may request in order to effectuate the foregoing.

June 28, 2004

Page 3 of 4

6. GOVERNING LAW. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware, disregarding its choice of law rules.

June 28, 2004

Page 4 of 4

Sincerely,

/s/ C. Baker Cunningham
----------------------------------------
C. Baker Cunningham
CEO, President and Chairman of the Board

I have read, understand and agree to the foregoing.

/s/ D. Larrie Rose
----------------------------------------
D. Larrie Rose

Following completion of the Merger:

Assumption pursuant to Section 11
CABLE DESIGN TECHNOLOGIES CORPORATION

/s/ C. Baker Cunningham
----------------------------------------

EXHIBIT 10.5

PERSONAL & CONFIDENTIAL

June 28, 2004

Mr. Robert W. Matz
5963 Lynwood Court
Whitehouse, OH 43571

Dear Bob:

1. RETENTION AND INTEGRATION AWARD. If the Merger is completed pursuant to the Merger Agreement, then, subject to the terms of this Agreement, you shall receive a retention payment (a "Retention and Integration Award") equal to 110% of your base annual salary as in effect on February 4, 2004 (subject to all applicable withholding taxes). 50% of the value of the Retention and Integration Award will be in the form of a cash award (the "Cash Award") and the remaining 50% will be in the form of shares of CDT restricted common stock (the "Restricted Stock Award") (which value shall be based on the closing price of CDT, common stock on the Closing Date, as adjusted by the proposed reverse stock split of the common stock of CDT, if appropriate).

June 28, 2004

Page 2 of 4

3. TREATMENT OF EXISTING EQUITY AWARDS. In consideration of the Company entering into this Agreement, you agree that notwithstanding anything in the Belden Inc. Long-Term Incentive Plan, the Belden Inc. 2003 Long-Term Incentive Plan, any other Company plan, the change of control agreement dated May 13, 2002 as amended, (the "Change of Control Agreement"), or any agreement entered into thereunder (collectively, the "Compensation Plans"), neither the Merger nor any of the other transactions contemplated by the Merger Agreement shall constitute a "change of control" for purposes of any restricted stock awards ("Other Restricted Stock Awards") held by you under the Compensation Plans and no such restricted stock shall vest as a result thereof. For clarity, the Other Restricted Stock Awards will continue to vest in accordance with the terms of the Compensation Plans and your restricted award agreements. Notwithstanding the preceding sentences, if your employment is terminated following the Merger by the Company and its affiliates without Cause or by you for Good Reason (as such terms are defined in your Change of Control Agreement), immediately prior to the effective time of such termination (i) any unvested shares of restricted stock issued to you (other than any unvested portion of the Restricted Stock Award) shall vest and the restrictions thereunder shall terminate or lapse so that such shares of stock shall be freely transferable, subject to applicable securities laws and (ii) each then unvested stock option granted to you and then outstanding shall become exercisable and all stock options then held by you may be exercised by you (subject to the terms of such options, other than vesting) for twelve months following the date of such termination of employment. You agree to take such actions as the Company may request in order to effectuate the foregoing.

June 28, 2004

Page 3 of 4

6. GOVERNING LAW. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware, disregarding its choice of law rules.

June 28, 2004

Page 4 of 4

Sincerely,

/s/ C. Baker Cunningham
----------------------------------------
C. Baker Cunningham
CEO, President and Chairman of the Board

I have read, understand and agree to the foregoing.

/s/ Robert W. Matz
----------------------------------------
Robert W. Matz

Following completion of the Merger:

Assumption pursuant to Section 11
CABLE DESIGN TECHNOLOGIES CORPORATION

/s/ C. Baker Cunningham
----------------------------------------

EXHIBIT 10.6

PERSONAL & CONFIDENTIAL

June 28, 2004

Mr. Stephen H. Johnson
5 Benton Place
St. Louis, MO 63104

Dear Stephen:

1. RETENTION AND INTEGRATION AWARD. If the Merger is completed pursuant to the Merger Agreement, then, subject to the terms of this Agreement, you shall receive a retention payment (a "Retention and Integration Award") equal to 110% of your base annual salary as in effect on February 4, 2004 (subject to all applicable withholding taxes). 50% of the value of the Retention and Integration Award will be in the form of a cash award (the "Cash Award") and the remaining 50% will be in the form of shares of CDT restricted common stock (the "Restricted Stock Award") (which value shall be based on the closing price of CDT, common stock on the Closing Date, as adjusted by the proposed reverse stock split of the common stock of CDT, if appropriate).

June 28, 2004

Page 2 of 4

3. TREATMENT OF EXISTING EQUITY AWARDS. In consideration of the Company entering into this Agreement, you agree that notwithstanding anything in the Belden Inc. Long-Term Incentive Plan, the Belden Inc. 2003 Long-Term Incentive Plan, any other Company plan, the change of control agreement dated February 17, 2003 as amended, (the "Change of Control Agreement"), or any agreement entered into thereunder (collectively, the "Compensation Plans"), neither the Merger nor any of the other transactions contemplated by the Merger Agreement shall constitute a "change of control" for purposes of any restricted stock awards ("Other Restricted Stock Awards") held by you under the Compensation Plans and no such restricted stock shall vest as a result thereof. For clarity, the Other Restricted Stock Awards will continue to vest in accordance with the terms of the Compensation Plans and your restricted award agreements. Notwithstanding the preceding sentences, if your employment is terminated following the Merger by the Company and its affiliates without Cause or by you for Good Reason (as such terms are defined in your Change of Control Agreement), immediately prior to the effective time of such termination (i) any unvested shares of restricted stock issued to you (other than any unvested portion of the Restricted Stock Award) shall vest and the restrictions thereunder shall terminate or lapse so that such shares of stock shall be freely transferable, subject to applicable securities laws and (ii) each then unvested stock option granted to you and then outstanding shall become exercisable and all stock options then held by you may be exercised by you (subject to the terms of such options, other than vesting) for twelve months following the date of such termination of employment. You agree to take such actions as the Company may request in order to effectuate the foregoing.

June 28, 2004

Page 3 of 4

6. GOVERNING LAW. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware, disregarding its choice of law rules.

June 28, 2004

Page 4 of 4

Sincerely,

/s/ C. Baker Cunningham
----------------------------------------
C. Baker Cunningham
CEO, President and Chairman of the Board

I have read, understand and agree to the foregoing.

/s/ Stephen H. Johnson
----------------------------------------
Stephen H. Johnson

Following completion of the Merger:

Assumption pursuant to Section 11
CABLE DESIGN TECHNOLOGIES CORPORATION

/s/ C. Baker Cunningham
----------------------------------------

EXHIBIT 10.7

PERSONAL & CONFIDENTIAL

June 28, 2004

Ms. Cathy O. Staples
456 Oakley
St. Louis, MO 63105

Dear Cathy:

1. RETENTION AND INTEGRATION AWARD. If the Merger is completed pursuant to the Merger Agreement, then, subject to the terms of this Agreement, you shall receive a retention payment (a "Retention and Integration Award") equal to 110% of your base annual salary as in effect on February 4, 2004 (subject to all applicable withholding taxes). 50% of the value of the Retention and Integration Award will be in the form of a cash award (the "Cash Award") and the remaining 50% will be in the form of shares of CDT restricted common stock (the "Restricted Stock Award") (which value shall be based on the closing price of CDT, common stock on the Closing Date, as adjusted by the proposed reverse stock split of the common stock of CDT, if appropriate).

June 28, 2004

Page 2 of 4

June 28, 2004

Page 2 of 3

6. GOVERNING LAW. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware, disregarding its choice of law rules.

June 28, 2004

Page 4 of 4

Sincerely,

/s/ C. Baker Cunningham
C. Baker Cunningham
CEO, President and Chairman of the Board

I have read, understand and agree to the foregoing.

/s/ Cathy O. Staples
--------------------
Cathy O. Staples

Following completion of the Merger:

Assumption pursuant to Section 11
CABLE DESIGN TECHNOLOGIES CORPORATION

/s/ C. Baker Cunningham
------------------------

(CABLE DESIGN TECHNOLOGIES CORPORATION LOGO) EXHIBIT 10.8

(STAMP)

JULY 8, 2004

Robert Canny
C/o Thermax/CDT
900 Northup Rd.
Suite E
Wallingford, CT 0642

Dear Peter:

As you know, on February 4, 2004, Cable Design Technologies Corporation
(the "Company"), BC Merger Corp. (the "Subsidiary") and Belden Inc. ("Belden")
entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which, among other things, the Subsidiary will be merged with and into Belden (the "Merger"). The Company believes that it is crucial that we take steps to retain key employees like you whose role is essential to our ongoing business efforts and to the successful completion of the Merger. This Agreement is intended to provide you with an incentive to continue your employment through the date on which the Merger is completed (the "Closing Date") and an additional transition period of two years thereafter (the "Retention Period"). Accordingly, as a means of assuring itself of the continued availability of your services during this critical time, the Company desires to enter into this Agreement with you.

1. RETENTION AND INTEGRATION AWARD. If the Merger is completed pursuant to the Merger Agreement, then, subject to the terms of this Agreement, you shall receive a retention payment (a "Retention and Integration Award") equal to 110% of your base annual salary as in effect on the date of the Merger Agreement (subject to all applicable withholding taxes). 50% of the value of the Retention and Integration Award will be in the form of cash award (the "Cash Award") and the remaining 50% will be in the form of shares of CDT restricted common stock (the "Restricted Stock Award") (which value shall be based on the closing price of common stock of the Company on the Closing Date, as adjusted by the proposed reverse stock split of the common stock of the Company, if appropriate).

(a) Cash Award. Subject to Section 2 and provided that you are employed by the Company or one of its affiliate on each applicable payment date set forth below, the Company shall pay you the Cash Award at the following times: (i) one-third (1/3) of the Cash Award on the Closing Date, (ii) one-third (1/3) of the Cash Award on the first anniversary of the Closing Date and (iii) the remaining one-third (1/3) of the Cash Award on the second anniversary of the Closing Date.

(b) Restricted Stock Award. Subject to Section 2 and provided that you are employed by the Company or one of its affiliates on each applicable vesting date set forth below, your Restricted Stock Award shall vest at the following times: (i) one-third (1/3) of the Restricted Stock Award on the Closing Date, (ii) one-third (1/3) of the Restricted Stock Award on the first anniversary of the Closing Date and (iii) the remaining one-third (1/3) of the Restricted Stock Award on the second anniversary of the Closing Date.

1901 N. Roselle Road o Schaumburg, IL 60915
(847) 230-1900 o (847) 230-1908

(CABLE DESIGN TECHNOLOGIES CORPORATION LOGO)

July 8, 2004

Page 2 of 3

3. TREATMENT OF EXISTING EQUITY AWARDS. In consideration of the Company entering into this Agreement, you agree that notwithstanding anything in the Company's 1993 Long Term Performance Incentive Plan, the Company's 1995 Supplemental Long-Term Performance Incentive Plan, the Company's 1999 Long-Term Performance Incentive Plan, any other Company plan, the change of control letter agreement dated October 6, 2003 (the "Change of Control Agreement"), or any agreement entered into thereunder (collectively, the "Compensation Plans"), neither the Merger nor any of the other transactions contemplated by the Merger Agreement shall constitute a "change of control" for purposes of any restricted stock awards held by you under the Compensation Plans and no such restricted stock shall vest as a result thereof. For clarity, the Other Restricted Stock Awards will continue to vest in accordance with the terms of the Compensation Plans and your restricted award agreements. Nothing herein shall affect the vesting of stock option awards upon the effectiveness of the Merger. Notwithstanding the preceding sentence, if your employment is terminated following the Merger by the Company and its affiliates without good cause or by you for good reason (as such terms are defined in your Change of Control Agreement), immediately prior to the effective time of such termination (i) any unvested shares of restricted stock issued to you (other than any unvested portion of the Restricted Stock Award) shall vest and the restrictions thereunder shall terminate or lapse so that such shares of stock shall be freely transferable, subject to applicable securities laws and (ii) each then unvested stock option granted to you and then outstanding shall become exercisable and all stock options then held by you may be exercised by you (subject to the terms of such options, other than vesting) for twelve months following the date of such termination of employment. You agree to take such actions as the Company may request in order to effectuate the foregoing.

4. PAYMENT TAXABLE/NOT BENEFIT BEARING. The Company shall be entitled to withhold from any payment made pursuant to this Agreement all taxes and other amounts required to be withheld under applicable law and, subject to Section 8, you shall pay to the Company or its designee, upon its demand such amount as may be required for the purpose of satisfying the Company's obligation to withhold federal, state, local or foreign income, employment or other taxes incurred by reason of the vesting of the Restricted Stock or your filing of a
Section 83(b) election (which election shall be in your sole discretion). Amounts payable under this Agreement and the value of any Restricted Stock Award shall not be treated as compensation for purposes of computing or determining any benefit under any pension, savings, severance, bonus/incentive, insurance, or other employee compensation or benefit plan of the Company or any of its subsidiaries.

6. GOVERNING LAW. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware, disregarding its choice of law rules.

(CABLE DESIGN TECHNOLOGIES CORPORATION LOGO)

July 8, 2004

Page 3 OF 3

8. TAX WITHHOLDING; DEFERRALS. You may elect to satisfy any FICA or tax withholding obligations under federal, state or local law arising from the vesting of any Restricted Stock Award by having the Company retain the number of shares of common stock whose Fair Market Value equals the FICA and tax amount required to be withheld (or at your option a lesser number). Any amount so elected to be withheld shall be applied to the FICA and tax obligations generated by the vesting of the Restricted Stock Award. To make a tax withholding/FICA election, you must provide a written election request to the Director, Tax & Assistant Treasurer at least 10 days prior to the vesting of a Restricted Stock Award (or, in the case of shares vesting on the Closing Date, prior to the issuance of certificates). "Fair Market Value" shall mean the closing price of CDT common stock on the date of vesting of any Restricted Stock Award.

Sincerely,
CABLE DESIGN TECHNOLOGIES CORPORATION

By: /s/ CHARLES B. FROMM
---------------------------------------
        Charles B. Fromm
        Vice President, General Counsel

I have read, understand and agree to the foregoing.

/s/ ROBERT CANNY
---------------------------------------
    Robert Canny -- Signature

EXHIBIT 10.9

(CABLE DESIGN TECHNOLOGIES CORPORATION LOGO)

July 8, 2004

Dave Harden
C/o West Penn Wire
2833 W. Chestnut Street
Washington, PA 15301

Dear Dave:

1. RETENTION AND INTEGRATION AWARD. If the Merger is completed pursuant to the Merger Agreement, then, subject to the terms of this Agreement, you shall receive a retention payment (a "Retention and Integration Award") equal to 110% of your base annual salary as in effect on the date of the Merger Agreement (subject to all applicable withholding taxes). 50% of the value of the Retention and Integration Award will be in the form of a cash award (the "Cash Award") and the remaining 50% will be in the form of shares of CDT restricted common stock (the "Restricted Stock Award") (which value shall be based on the closing price of common stock of the Company on the Closing Date, as adjusted by the proposed reverse stock split of the common stock of the Company, if appropriate).

(a) Cash Award. Subject to Section 2 and provided that you are employed by the Company or one of its affiliates on each applicable payment date set forth below, the Company shall pay you the Cash Award at the following times: (i) one-third (1/3) of the Cash Award on the Closing Date,
(ii) one-third (1/3) of the Cash Award on the first anniversary of the Closing Date and (iii) the remaining one-third (1/3) of the Cash Award on the second anniversary of the Closing Date.

1901 N. Roselle Road o Schaumburg, IL 60195
(847) 230-1900 o Fax: (847) 230-1908

(CABLE DESIGN TECHNOLOGIES CORPORATION LOGO)

July 8, 2004

Page 2 of 3

your change of control agreement), (ii) the Company and its affiliates terminate your employment for any reason prior to the end of the Retention Period or (iii) the Merger does not occur, then the Company shall not be obligated to pay to you any unpaid Cash Award and any unvested portion of the Restricted Stock Award shall be forfeited and cancelled. In the event that a portion of the Restricted Stock is forfeited, you grant to each officer of the Company (acting solely) the power of attorney to take such actions on your behalf to cause such portion of the Restricted Stock Award to be cancelled.

3. TREATMENT OF EXISTING EQUITY AWARDS. In consideration of the Company entering into this Agreement, you agree that notwithstanding anything in the Company's 1993 Long Term Performance Incentive Plan, the Company's 1995 Supplemental Long-Term Performance Incentive Plan, the Company's 1999 Long-Term Performance Incentive Plan, any other Company plan, the change of control letter agreement dated October 6, 2003 (the "Change of Control Agreement"), or any agreement entered into thereunder (collectively, the "Compensation Plans"), neither the Merger nor any of the other transactions contemplated by the Merger Agreement shall constitute a "change of control" for purposes of any restricted stock awards held by you under the Compensation Plans and no such restricted stock shall vest as a result thereof. For clarity, the Other Restricted Stock Awards will continue to vest in accordance with the terms of the Compensation Plans and your restricted award agreements. Nothing herein shall affect the vesting of stock option awards upon the effectiveness of the Merger. Notwithstanding the preceding sentence, if your employment is terminated following the Merger by the Company and its affiliates without good cause or by you for good reason (as such terms are defined in your Change of Control Agreement), immediately prior to the effective time of such termination (i) any unvested shares of restricted stock issued to you (other than any unvested portion of the Restricted Stock Award) shall vest and the restrictions thereunder shall terminate or lapse so that such shares of stock shall be freely transferable, subject to applicable securities laws and (ii) each then unvested stock option granted to you and then outstanding shall become exercisable and all stock options than held by you may be exercised by you (subject to the terms of such options, other than vesting) for twelve months following the date of such termination of employment. You agree to take such actions as the Company may request in order to effectuate the foregoing.

4. PAYMENT TAXABLE/NOT BENEFIT BEARING. The Company shall be entitled to withhold from any payment made pursuant to this Agreement all taxes and other amounts required to be withheld under applicable law and, subject to Section 8, you shall pay to the Company or its designee, upon its demand such amount as may be required for the purpose of satisfying the Company's obligation to withhold federal, state, local or foreign income, employment or other taxes incurred by reason of the vesting of the Restricted Stock or your filing of a
Section 83(b) election (which election shall be in your sole discretion). Amounts payable under this Agreement and the value of any Restricted Stock Award shall not be treated as compensation for purposes of computing or determining any benefit under any pension, savings, severance, bonus/incentive, insurance, or other employee compensation or benefit plan of the Company or any of its subsidiaries.

5. NO RIGHT TO CONTINUED EMPLOYMENT/NO LIMIT ON COMPANY DISCRETION. Nothing in this Agreement is intended to limit the Company's discretion to take any action with regard to the Merger that the Company may consider appropriate, including, without limitation, postponing the Closing Date of terminating the Merger Agreement. This Agreement does not entitle you to be retained in the employ of the Company for any minimum or prescribed period of time and does not otherwise modify the status of your employment.

6. GOVERNING LAW. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware, disregarding its choice of law rules.

(CABLE DESIGN TECHNOLOGIES CORPORATION LOGO)

July 8, 2004

Page 3 of 3

Sincerely,
CABLE DESIGN TECHNOLOGIES CORPORATION

By: /s/ CHARLES B. FROMM
   -----------------------------------
   Charles B. Fromm
   Vice President, General Counsel

I have read, understand and agree to the foregoing.

/s/ DAVE HARDEN
--------------------------------------
Dave Harden - Signature

(CABLE DESIGN TECHNOLOGIES CORPORATION LOGO)

EXHIBIT 10.10

July 8, 2004

Peter Sheehan
C/o CDT
28 Sword Street
Auburn, MA 01501

Dear Peter:

As you know, on February 4, 2004, Cable Design Technologies Corporation
(the "Company"), BC Merger Corp. (the "Subsidiary") and Belden Inc. ("Belden")
entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which, among other things, the Subsidiary will be merged with and into Belden (the "Merger"). The Company believes that it is crucial that we take steps to retain key employees like you whose role is essential to our ongoing business efforts and to the successful completion of the Merger. This Agreement is intended to provide you with an incentive to continue your employment through the date on which the Merger is completed (the "Closing Date") and an additional transition period of two years thereafter (the "Retention Period").
Accordingly, as a means of assuring itself of the continued availability of your services during this critical time, the Company desires to enter into this Agreement with you.

1. RETENTION AND INTEGRATION AWARD. If the Merger is completed pursuant to the Merger Agreement, then, subject to the terms of this Agreement, you shall receive a retention payment (a "Retention and Integration Award") equal to 110% of your base annual salary as in effect on the date of the Merger Agreement (subject to all applicable withholding taxes). 50% of the value of the Retention and Integration Award will be in the form of a cash award (the "Cash Award") and the remaining 50% will be in the form of shares of CDT restricted common stock (the "Restricted Stock Award") (which value shall be based on the closing price of common stock of the Company on the Closing Date, as adjusted by the proposed reverse stock split of the common stock of the Company, if appropriate).

1901 N. Roselle Road o Schaumburg, IL 60195
(847) 230-1900 o Fax: (847) 230-1908

(CABLE DESIGN TECHNOLOGIES CORPORATION LOGO)

July 8, 2004

Page 2 of 3

to pay to you any unpaid Cash Award and any unvested portion of the Restricted Stock Award shall be forfeited and cancelled. In the event that a portion of the Restricted Stock is forfeited, you grant to each officer of the Company (acting solely) the power of attorney to take such actions on your behalf to cause such portion of the Restricted Stock Award to be cancelled

3. TREATMENT OF EXISTING EQUITY AWARDS. In consideration of the Company entering into this Agreement, you agree that notwithstanding anything in the Company's 1993 Long Term Performance Incentive Plan, the Company's 1995 Supplemental Long-Term Performance Incentive Plan, the Company's 1999 Long-Term Performance Incentive Plan, any other Company plan, the change of control letter agreement dated October 6, 2003 (the "Change of Control Agreement"), or any agreement entered into thereunder (collectively, the "Compensation Plans"), neither the Merger nor any of the other transactions contemplated by the Merger Agreement shall constitute a "change of control" for purposes of any restricted stock awards held by you under the Compensation Plans and no such restricted stock shall vest as a result thereof. For clarity, the Other Restricted Stock Awards will continue to vest in accordance with terms of the Compensation Plans and your restricted award agreements. Nothing herein shall affect the vesting of stock option awards upon the effectiveness of the Merger. Notwithstanding the preceding sentence, if your employment is terminated following the Merger by the Company and its affiliates without good cause or by you for good reason (as such terms are defined in your Change of Control Agreement), immediately prior to the effective time of such termination (i) any unvested shares of restricted stock issued to you (other than any unvested portion of the Restricted Stock Award) shall vest and the restrictions thereunder shall terminate or lapse so that such shares of stock shall be freely transferable, subject to applicable securities laws and (ii) each then unvested stock option granted to you and then outstanding shall become exercisable and all stock options then held by you may be exercised by you (subject to the terms of such options, other than vesting) for twelve months following the date of such termination of employment. You agree to take such actions as the Company may request in order to effectuate the foregoing.

4. PAYMENT TAXABLE/NOT BENEFIT BEARING. The Company shall be entitled to withhold from any payment made pursuant to this Agreement all taxes and other amounts required to be withheld under applicable law and, subject to Section 8, you shall pay to the Company or its designee, upon its demand such amount as may be required for the purpose of satisfying the Company's obligation to withhold federal, state, local or foreign income, employment or other taxes incurred by reason of the vesting of the Restricted Stock or your filing of a
Section 83(b) election (which election shall be in your sole discretion). Amounts payable under this Agreement and the value of any Restricted Stock Award shall not be treated as compensation for purposes of computing or determining any benefit under any pension, savings, severance, bonus/ incentive, insurance, or other employee compensation or benefit plan of the Company or any of its subsidiaries.

6. GOVERNING LAW. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware, disregarding its choice of law rules.

(CABLE DESIGN TECHNOLOGIES CORPORATION LOGO)

July 8, 2004

Page 3 of 3

be withheld (or at your option a lesser number). Any amount so elected to be withheld shall be applied to the FICA and tax obligations generated by the vesting of the Restricted Stock Award. To make a tax withholding/FICA election, you must provide a written election request to the Director, Tax & Assistant Treasurer at least 10 days prior to the vesting of a Restricted Stock Award (or, in the case of shares vesting on the Closing Date, prior to the issuance of certificates). "Fair Market Value" shall mean the closing price of CDT common stock on the date of vesting of any Restricted Stock Award.

Sincerely,
CABLE DESIGN TECHNOLOGIES CORPORATION

By: /s/ CHARLES B. FROMM
    -------------------------------
    Charles B. Fromm
    Vice President, General Counsel

I have read, understand and agree to the foregoing.

/s/ PETER SHEEHAN
-----------------------------------
Peter Sheehan -- Signature

EXHIBIT 10.13

FIRST AMENDMENT TO
CHANGE OF CONTROL EMPLOYMENT AGREEMENT

This First Amendment to the Change of Control Employment Agreement dated as of June 28, 2004 (the "Change of Control Employment Agreement") between Belden Inc. (the "Company") and C. Baker Cunningham is entered into as of June 28, 2004.

1. This Amendment shall become effective on the Effective Time (as defined in an Agreement and Plan of Merger, as amended, (the "Merger Agreement"), dated February 4, 2004 by and among the Company, BC Merger Corp. and Cable Design Technologies Corporation ("CDT")); provided, however, that if the Effective Time does not occur, this Amendment shall be null and void ab initio. This Amendment shall also be null and void ab initio in the event the Company fails to satisfy its obligations under that certain Retention and Integration Award letter agreement entered into between the Executive and the Company on June 28, 2004

2. Section 1.5 of the Change of Control Employment Agreement is hereby amended by adding the following at the end of such section to read as follows:

Without limiting the generality of the foregoing, the consummation of the transactions contemplated by Merger Agreement shall constitute a Change of Control under this Agreement (the "Belden-CDT Merger").

3. Clause (v) of Section 1.10 of the Change of Control Employment Agreement is hereby deleted in its entirety and replaced with the following:

(v) any voluntary termination of employment by the Executive where the Notice of Termination is delivered within 30 days of the first anniversary of a Change of Control; provided, however, that this clause
(v) may not be invoked for any Change of Control of the Company that results solely from the Belden-CDT Merger.

4. The Change of Control Employment Agreement is hereby amended by adding the following new Section 26 to read as follows:

26. ASSUMPTION. At the Effective Time, (i) CDT shall automatically and without any further action on behalf of any party unconditionally assume all of the obligations of Belden Inc. under this Agreement as the primary obligor and (ii) references herein to the "Company" shall be deemed references to CDT.

5. It is understood that Mr. Cressey's appointment as Chairman of the Board of Directors of Belden CDT Inc. in connection with the consummation of the Belden-CDT Merger will not constitute Good Reason under this Agreement.

5. Capitalized terms used herein, unless otherwise defined herein, have the meaning ascribed to such terms in the Change of Control Employment Agreement and, except as expressly provided herein all provision of the Change of Control Employment Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.

BELDEN INC.

By: /s/ Kevin L. Bloomfield
    -----------------------
Kevin L. Bloomfield


Executive: /s/ C. Baker Cunningham
           -----------------------
           C. Baker Cunningham

Acknowledged and agreed with respect to Section 26

CABLE DESIGN TECHNOLOGIES CORPORATION

/s/ Kevin L. Bloomfield
-----------------------

EXHIBIT 10.14

FIRST AMENDMENT TO
CHANGE OF CONTROL EMPLOYMENT AGREEMENT

This First Amendment to the Change of Control Employment Agreement dated as of June 28, 2004 (the "Change of Control Employment Agreement") between Belden Inc. (the "Company") and Richard K. Reece is entered into as of June 28, 2004.

2. Section 1.5 of the Change of Control Employment Agreement is hereby amended by adding the following at the end of such section to read as follows:

3. Clause (v) of Section 1.10 of the Change of Control Employment Agreement is hereby deleted in its entirety and replaced with the following:

4. The Change of Control Employment Agreement is hereby amended by adding the following new Section 26 to read as follows:

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.

BELDEN INC.

By: /s/ C. Baker Cunningham
    ---------------------------
C. Baker Cunningham



Executive: /s/ Richard K. Reece
           --------------------
               Richard K. Reece

Acknowledged and agreed with respect to Section 26

CABLE DESIGN TECHNOLOGIES CORPORATION

/s/ C. Baker Cunningham
-----------------------

EXHIBIT 10.15

FIRST AMENDMENT TO
CHANGE OF CONTROL EMPLOYMENT AGREEMENT

This First Amendment to the Change of Control Employment Agreement dated as of June 28, 2004 (the "Change of Control Employment Agreement") between Belden Inc. (the "Company") and Kevin L. Bloomfield is entered into as of June 28, 2004.

2. Section 1.5 of the Change of Control Employment Agreement is hereby amended by adding the following at the end of such section to read as follows:

3. Clause (v) of Section 1.10 of the Change of Control Employment Agreement is hereby deleted in its entirety and replaced with the following:

4. The Change of Control Employment Agreement is hereby amended by adding the following new Section 26 to read as follows:

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.

BELDEN INC.

By: /s/ C. Baker Cunningham
    ---------------------------
    C. Baker Cunningham



Executive: /s/ Kevin L. Bloomfield
           -----------------------
           Kevin L. Bloomfield

Acknowledged and agreed with respect to Section 26

CABLE DESIGN TECHNOLOGIES CORPORATION

/s/ C. Baker Cunningham
-----------------------

EXHIBIT 10.16

FIRST AMENDMENT TO
CHANGE OF CONTROL EMPLOYMENT AGREEMENT

This First Amendment to the Change of Control Employment Agreement dated as of June 28, 2004 (the "Change of Control Employment Agreement") between Belden Inc. (the "Company") and D. Larrie Rose is entered into as of June 28, 2004.

2. Section 1.5 of the Change of Control Employment Agreement is hereby amended by adding the following at the end of such section to read as follows:

3. Clause (v) of Section 1.10 of the Change of Control Employment Agreement is hereby deleted in its entirety and replaced with the following:

4. The Change of Control Employment Agreement is hereby amended by adding the following new Section 26 to read as follows:

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.

BELDEN INC.

By: /s/ C. Baker Cunningham
    ---------------------------
C. Baker Cunningham



Executive: /s/ D. Larrie Rose
           --------------------
               D. Larrie Rose

Acknowledged and agreed with respect to Section 26

CABLE DESIGN TECHNOLOGIES CORPORATION

/s/ C. Baker Cunningham
-----------------------

EXHIBIT 10.17

FIRST AMENDMENT TO
CHANGE OF CONTROL EMPLOYMENT AGREEMENT

This First Amendment to the Change of Control Employment Agreement dated as of June 28, 2004 (the "Change of Control Employment Agreement") between Belden Inc. (the "Company") and Robert W. Matz is entered into as of June 28, 2004.

2. Section 1.5 of the Change of Control Employment Agreement is hereby amended by adding the following at the end of such section to read as follows:

3. Clause (v) of Section 1.10 of the Change of Control Employment Agreement is hereby deleted in its entirety and replaced with the following:

(v) any voluntary termination of employment by the Executive where the Notice of Termination is delivered within 30 days of the first anniversary of a Change of Control; provided, however, that this clause (v) may not be invoked for any Change of Control of the Company that results solely from the Belden-CDT Merger.

4. The Change of Control Employment Agreement is hereby amended by adding the following new Section 26 to read as follows:

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.

BELDEN INC.

By: /s/ C. Baker Cunningham
    -------------------------
C. Baker Cunningham


Executive: /s/ Robert W. Matz
           -------------------------
           Robert W. Matz

Acknowledged and agreed with respect to Section 26

CABLE DESIGN TECHNOLOGIES CORPORATION

/s/ C. Baker Cunningham
-----------------------

EXHIBIT 10.18

FIRST AMENDMENT TO
CHANGE OF CONTROL EMPLOYMENT AGREEMENT

This First Amendment to the Change of Control Employment Agreement dated as of June 28, 2004 (the "Change of Control Employment Agreement") between Belden Inc. (the "Company") and Stephen H. Johnson is entered into as of June 28, 2004.

2. Section 1.5 of the Change of Control Employment Agreement is hereby amended by adding the following at the end of such section to read as follows:

3. Clause (v) of Section 1.10 of the Change of Control Employment Agreement is hereby deleted in its entirety and replaced with the following:

(v) any voluntary termination of employment by the Executive where the Notice of Termination is delivered within 30 days of the first anniversary of a Change of Control; provided, however, that this clause (v) may not be invoked for any Change of Control of the Company that results solely from the Belden-CDT Merger.

4. The Change of Control Employment Agreement is hereby amended by adding the following new Section 26 to read as follows:

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.

BELDEN INC.

By: /s/ C. Baker Cunningham
    -----------------------------------
    C. Baker Cunningham


Executive: /s/ Stephen H. Johnson
           ----------------------------
           Stephen H. Johnson

Acknowledged and agreed with respect to Section 26

CABLE DESIGN TECHNOLOGIES CORPORATION

/s/ C. Baker Cunningham
-----------------------

EXHIBIT 10.19

FIRST AMENDMENT TO
CHANGE OF CONTROL EMPLOYMENT AGREEMENT

This First Amendment to the Change of Control Employment Agreement dated as of June 28, 2004 (the "Change of Control Employment Agreement") between Belden Inc. (the "Company") and Cathy O. Staples is entered into as of June 28, 2004.

2. Section 1.5 of the Change of Control Employment Agreement is hereby amended by adding the following at the end of such section to read as follows:

3. Clause (v) of Section 1.10 of the Change of Control Employment Agreement is hereby deleted in its entirety and replaced with the following:

4. The Change of Control Employment Agreement is hereby amended by adding the following new Section 26 to read as follows:

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.

BELDEN INC.

By: /s/ C. Baker Cunningham
   ------------------------
   C. Baker Cunningham



Executive:  /s/ Cathy O. Staples
          ----------------------
          Cathy O. Staples

Acknowledged and agreed with respect to Section 26

CABLE DESIGN TECHNOLOGIES CORPORATION

/s/ C. Baker Cunningham
----------------------

.
.

(BELDEN CDT LOGO)

EXHIBIT 10.20
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT

GRANTED TO:                                                 NUMBER OF SHARES OF
                                         GRANT DATE         BELDEN INC. COMMON       SOCIAL SECURITY NUMBER
          [NAME]                        -------------       --------------------     ----------------------
                                        JULY 16, 2004              2,000

This Agreement is made between Belden CDT Inc., a Delaware corporation, having its principal office in St. Louis, Missouri (the "Company"), and the undersigned, a non-employee director of the Company.

The parties have agreed as follows:

1. Pursuant to the 2001 Cable Design Technologies Corporation Long-Term Performance Incentive Plan (the "Plan"), the Company grants to the director a restricted stock award in the number of shares of the Company's common stock, par value $.01 per share, noted above (the "Restricted Shares"), on the grant date, after giving effect to the one for two reverse stock split pursuant to the merger between the Company and Belden Inc. (the "Merger"), subject to the following conditions and the terms and conditions of the Plan:

(a) Transfer Restrictions. The Restricted Shares shall not be sold, exchanged, transferred, pledged, or otherwise disposed of before the director's departure from the Board of Directors of the Company ("Transfer Restrictions"). The grant is subject to forfeiture in the event the director is removed from the Board for cause.

(b) Disability/Death. In the event of disability or death of the director during continued service with the Company, the Transfer Restrictions shall lapse and be of no further force or effect and the shares shall be deemed fully vested.

(c) Transferability. Prior to the lapsing of the Transfer Restrictions, no Restricted Shares shall be transferable by the director except pursuant to a qualified domestic relations order (as defined by the Internal Revenue Code).

(d) Sale of Assets/Merger. In the event of a proposed sale of all or substantially all of the assets of the Company or the merger of the Company (other than the Merger) pursuant to Section 14 of the Plan, the restrictions applicable to all shares of Restricted Shares shall lapse and such shares shall be deemed fully vested.

The Compensation Committee (the "Committee") has the discretion to determine whether to issue share certificates for any Restricted Shares (or to make a book-entry transfer for uncertified shares) awarded to the director while they are subject to any Transfer Restrictions. Thereafter, the director will be entitled to receive share certificates (or in the Company's discretion such book-entry shall be made) for such shares.

THE RESTRICTED SHARES GRANTED UNDER THIS AGREEMENT ARE SUBJECT TO THE
COMPANY'S REGISTERING THE SHARES UNDER APPLICABLE SECURITIES LAWS.

2. Subject to the Transfer Restrictions, the director shall have all of the rights of a shareholder of the Company with respect to such Restricted Shares, including the right to vote such Restricted Shares and to receive all dividends or other distributions paid with respect to such Restricted Shares.

3. To the extent the issuance of Restricted Shares or the lapse of Transfer Restrictions results in the receipt of compensation to the director, the Company is authorized to withhold from any cash compensation then or thereafter payable to the director any tax required to be withheld by reason of the receipt of compensation resulting from the award, the issuance of shares or the lapse of the Transfer Restrictions.

4. The director agrees to take any action, and consents to taking such action by the Company, with respect to the Restricted Shares awarded by this Agreement to achieve compliance with applicable laws or regulations. Any determination by the Company's legal counsel with respect to such need for any action to achieve compliance shall be final and binding.

5. The Committee shall have authority, subject to the express provisions of the Plan, to construe this Agreement and the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to make all other determinations in the judgment of the Committee necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in this Agreement in the manner and to the extent it shall deem expedient to carry out the purpose of the Plan. All action by the Committee under the provisions of this paragraph shall be final and binding for all purposes.

7. This Agreement shall be construed and enforced in accordance with the laws of Delaware, other than any choice of law provisions calling for the application of the laws of another jurisdiction.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate as of the Grant Date first above written.

Belden CDT Inc.

By
C. Baker Cunningham
President and Chief Executive Officer

Director Signature

Social Security No.

Home Address

EXHIBIT 10.21

FIRST AMENDMENT TO
INDEMNIFICATION AGREEMENT

WHEREAS, Belden Inc. (the "Company") and C. Baker Cunningham (the "Indemnitee") entered into an Indemnification Agreement effective as of August 3, 1993 (the "Agreement"); and

WHEREAS, the Company and the Indemnitee deem it desirable to make certain amendments to the Agreement effective immediately before the Effective Time, as defined in the Agreement and Plan of Merger by and among Cable Design Technologies Corporation, BC Merger Corp. and Belden Inc. dated as of February 4, 2004, as amended;

NOW, THEREFORE, the Agreement is amended effective immediately before the Effective Time as follows (provided, however, that if the Effective Time does not occur, this First Amendment to Indemnification Agreement shall be null and void ab initio):

1. Section 1(a) of the Agreement (definition of Change in Control) is amended by adding the following sentence to the end thereof: "The consummation of the transactions contemplated by the Agreement and Plan of Merger by and among Cable Design Technologies Corporation, BC Merger Corp. and Belden Inc. dated as of February 4, 2004, as amended (the 'Merger Agreement'), shall not constitute a 'Change in Control' under this Agreement."

2. The following new section is added at the end of the Agreement: "Immediately following the Effective Time (as defined in the Merger Agreement), (i) Cable Design Technologies Corporation ('CDT', whose name may be changed to Belden CDT Inc.) shall automatically and without any further action on behalf of any party unconditionally assume and guarantee all of the obligations of Belden Inc. under this Agreement and (ii) all references in this Agreement to the 'Company' shall be deemed references to 'CDT', except that in Section 1(e) of this Agreement (definition of Indemnifiable Event) the references to the 'Company' shall be deemed references to 'CDT or Belden Inc.'."

3. Capitalized terms used herein, unless otherwise defined herein, have the meaning ascribed to such terms in the Agreement. Except as expressly provided herein all provisions of the Agreement shall remain in full force and effect.

Executed and effective as of this 14th day of July, 2004.

BELDEN INC.

By:/s/Kevin L. Bloomfield
   --------------------------------
Name: Kevin L. Bloomfield
Title: Vice President, Secretary
and General Counsel
Date: July 14, 2004

INDEMNITEE

By:/s/C. Baker Cunningham
   --------------------------------
Name: C. Baker Cunningham
Title: Chairman of the Board,
President and Chief Executive
Officer
Date: July 14, 2004

EXHIBIT 10.22

FIRST AMENDMENT TO
INDEMNIFICATION AGREEMENT

WHEREAS, Belden Inc. (the "Company") and Richard K. Reece (the "Indemnitee") entered into an Indemnification Agreement effective as of August 3, 1993 (the "Agreement"); and

Executed and effective as of this 14th day of July, 2004.

BELDEN INC.

By:/s/ C. Baker Cunningham
   -------------------------------------
Name: C. Baker Cunningham
Title: Chairman, President & CEO
Date:  July 14, 2004

INDEMNITEE

By:/s/ Richard K. Reece
   -------------------------------------
Name: Richard K. Reece
Title: Vice President, Finance and
Chief Financial Officer
Date: July 14, 2004

EXHIBIT 10.23

FIRST AMENDMENT TO
INDEMNIFICATION AGREEMENT

WHEREAS, Belden Inc. (the "Company") and Kevin L. Bloomfield (the "Indemnitee") entered into an Indemnification Agreement effective as of August 3, 1993 (the "Agreement"); and

Executed and effective as of this 14th day of July, 2004.

BELDEN INC.

By:/s/ C. Baker Cunningham
   ------------------------------------------
Name: C. Baker Cunningham
Title: Chairman, President & CEO
Date:  July 14, 2004

INDEMNITEE

By:/s/ Kevin L. Bloomfield
   ------------------------------------------
Name:  Kevin L. Bloomfield
Title: Vice President, Secretary
and General Counsel
Date: July 14, 2004

EXHIBIT 10.24

FIRST AMENDMENT TO
INDEMNIFICATION AGREEMENT

WHEREAS, Belden Inc. (the "Company") and D. Larrie Rose (the "Indemnitee") entered into an Indemnification Agreement effective as of April 15, 2002 (the "Agreement"); and

Executed and effective as of this 14th day of July, 2004.

BELDEN INC.

By:/s/ C. Baker Cunningham
   ---------------------------------------
Name: C. Baker Cunningham
Title: Chairman, President & CEO
Date:  July 14, 2004

INDEMNITEE

By:/s/ D. Larrie Rose
   ---------------------------------------
Name: D. Larrie Rose
Title: Vice President, Operations
and President of Belden Holdings, Inc.
Date: July 14, 2004

EXHIBIT 10.25

FIRST AMENDMENT TO
INDEMNIFICATION AGREEMENT

WHEREAS, Belden Inc. (the "Company") and Robert W. Matz (the "Indemnitee") entered into an Indemnification Agreement effective as of May 13, 2002 (the "Agreement"); and

Executed and effective as of this 14th day of July, 2004.

BELDEN INC.

By: /s/ C. Baker Cunningham
   -----------------------------------------
Name: C. Baker Cunningham
Title: Chairman, President & CEO
Date: July 14, 2004

INDEMNITEE

By: /s/ Robert W. Matz
   -----------------------------------------
Name: Robert W. Matz
Title: Vice President of Operations
and President of Belden
Communications Division
Date: July 14, 2004

EXHIBIT 10.26

FIRST AMENDMENT TO
INDEMNIFICATION AGREEMENT

WHEREAS, Belden Inc. (the "Company") and Stephen H. Johnson (the "Indemnitee") entered into an Indemnification Agreement effective as of July 3, 2000 (the "Agreement"); and

Executed and effective as of this 14th day of July, 2004.

BELDEN INC.

By: /s/ C. Baker Cunningham
    ----------------------------------------
Name: C. Baker Cunningham
Title: Chairman, President & CEO
Date:  July 14, 2004

INDEMNITEE

By: /s/ Stephen H. Johnson
    ----------------------------------------
Name: Stephen H. Johnson
Date: July 14, 2004

EXHIBIT 10.27

FIRST AMENDMENT TO
INDEMNIFICATION AGREEMENT

WHEREAS, Belden Inc. (the "Company") and Cathy O. Staples (the "Indemnitee") entered into an Indemnification Agreement effective as of August 16, 1997 (the "Agreement"); and

Executed and effective as of this 14th day of July, 2004.

BELDEN INC.

By: /s/ C. Baker Cunningham
    ----------------------------------------
Name: C. Baker Cunningham
Title: Chairman, President & CEO
Date:  July 14, 2004

INDEMNITEE

By: /s/ Cathy O. Staples
    ----------------------------------------
Name: Cathy O. Staples
Title: Vice President Human Resources
Date: July 14, 2004

EXHIBIT 10.28

FIRST AMENDMENT TO
INDEMNIFICATION AGREEMENT

WHEREAS, Belden Inc. (the "Company") and Christopher I. Byrnes (the "Indemnitee") entered into an Indemnification Agreement effective as of November 14, 1995 (the "Agreement"); and

Executed and effective as of this 14th day of July, 2004.

BELDEN INC.

By: /s/ C. Baker Cunningham
    -----------------------------------
Name: C. Baker Cunningham
Title: Chairman, President & CEO
Date:  July 14, 2004

INDEMNITEE

By: /s/ Christopher I. Byrnes
    -----------------------------------
Name: Christopher I. Byrnes
Title: Director
Date: July 14, 2004

EXHIBIT 10.29

FIRST AMENDMENT TO
INDEMNIFICATION AGREEMENT

WHEREAS, Belden Inc. (the "Company") and John M. Monter (the "Indemnitee") entered into an Indemnification Agreement effective as of May 4, 2000 (the "Agreement"); and

Executed and effective as of this 14th day of July, 2004.

BELDEN INC.

By: /s/ C. Baker Cunningham
    -----------------------------------------
Name: C. Baker Cunningham
Title: Chairman, President & CEO
Date:  July 14, 2004

INDEMNITEE

By: /s/ John M. Monter
    -----------------------------------------
Name: John M. Monter
Title: Director
Date: July 14, 2004

EXHIBIT 10.30

FIRST AMENDMENT TO
INDEMNIFICATION AGREEMENT

WHEREAS, Belden Inc. (the "Company") and Lorne D. Bain (the "Indemnitee") entered into an Indemnification Agreement effective as of August 3, 1993 (the "Agreement"); and

Executed and effective as of this 14th day of July, 2004.

BELDEN INC.

By:  /s/ C. Baker Cunningham
     ----------------------------------------
Name: C. Baker Cunningham
Title: Chairman, President & CEO
Date:  July 14, 2004

INDEMNITEE

By:  /s/ Lorne D. Bain
     ----------------------------------------
Name: Lorne D. Bain
Title: Director
Date: July 14, 2004

EXHIBIT 10.31

FIRST AMENDMENT TO
INDEMNIFICATION AGREEMENT

WHEREAS, Belden Inc. (the "Company") and Bernard G. Rethore (the "Indemnitee") entered into an Indemnification Agreement effective as of February 27, 1997 (the "Agreement"); and

Executed and effective as of this 14th day of July, 2004.

BELDEN INC.

By: /s/ C. Baker Cunningham
    -----------------------------------------
Name: C. Baker Cunningham
Title: Chairman, President & CEO
Date:  July 14, 2004

INDEMNITEE

By: /s/ Bernard G. Rethore
    -----------------------------------------
Name: Bernard G. Rethore
Title: Director
Date: July 14, 2004

EXHIBIT 10.32

INDEMNIFICATION AGREEMENT

AGREEMENT, effective as of September 1, 2004, between Belden CDT Inc., a Delaware corporation (the "Company"), and C. Baker Cunningham (the "Indemnitee").

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, Indemnitee is a director or officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment;

WHEREAS, the Amended and Restated Bylaws of the Company require the Company to indemnify and advance expenses to its directors and officers to the full extent permitted by law and the Indemnitee has been serving and continues to serve as a director or officer of the Company in part in reliance on such Bylaws;

WHEREAS, the Amended and Restated Bylaws of the Company and the Delaware General Corporation Law each provide that the indemnification provided herein shall not be exclusive;

WHEREAS, in recognition of Indemnitee's need for substantial protection against personal liability in order to enhance Indemnitee's continued service to the Company in an effective manner, the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of Indemnitee under the Company's directors' and officers' liability insurance policies;

NOW, THEREFORE, in consideration of the premises and of Indemnitee continuing to serve the Company directly or, at its request, another enterprise, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Certain Definitions:

(a) Change in Control: shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Rule

13d-3 under said Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company's then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all the Company's assets.

(b) Claim: any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation, whether instituted by the Company or any other party, that Indemnitee in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other.

(c) Expenses: include attorneys' fees and all other costs, expenses and obligations paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any Claim relating to any Indemnifiable Event.

(d) Indemnifiable Event: any event or occurrence related to the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or Belden Inc., or is or was serving at the request of the Company or Belden Inc. as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by Indemnitee in any such capacity.

(e) Independent Legal Counsel: an attorney or firm of attorneys, selected in accordance with the provisions of Section 3, who shall not have otherwise performed services for the Company or Indemnitee within the last five years (other than with respect to matters concerning the rights of

Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

(f) Potential Change in Control: shall be deemed to have occurred if (i) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (ii) any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control;
(iii) any person, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 9.5% or more of the combined voting power of the Company's then outstanding Voting Securities, increases his beneficial ownership of such securities by five percentage points (5%) or more over the percentage so owned by such person; or (iv) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

(g) Reviewing Party: any appropriate person or body consisting of a member or members of the Company's Board of Directors or any other person or body appointed by the Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.

(h) Voting Securities: any securities of the Company which vote generally in the election of directors.

2. Basic Indemnification Arrangement.

(a) In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than thirty days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) arising from or relating to such Claim. If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (an "Expense Advance").

(b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party

shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

3. Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company's Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The

Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys' fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

4. Establishment of Trust. In the event of a Potential Change in Control, the Company shall, upon written request by Indemnitee, create a trust for the benefit of Indemnitee and from time to time upon written request of Indemnitee shall fund such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for and defending any Claim relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any and all Claims relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Independent Legal Counsel referred to above is involved. The terms of the trust shall provide that (i) the trust shall not be revoked or the principal thereof invaded, without the written consent of the Indemnitee, (ii) the trustee shall advance, within two business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the trust under the circumstances under which the Indemnitee would be required to reimburse the Company under Section 2(b) of this Agreement), (iii) the trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the trustee shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in such trust shall revert to the Company upon a final determination by the Reviewing Party or a court of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee shall be chosen by Indemnitee. Nothing in this
Section 4 shall relieve the Company of any of its obligations under this Agreement.

5. Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all expenses (including attorneys' fees) and, if requested by Indemnitee, shall (within two business days of such request) advance such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for
(i) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events and/or (ii) recovery under any directors' and officers' liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.

6. Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the

Expenses, judgments, fines, penalties and amounts paid in settlement arising from or relating to a Claim but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

7. Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.

8. No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee's claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.

9. Nonexclusivity, Etc. The rights of the Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Company's Amended and Restated Bylaws or the Delaware General Corporation Law or otherwise. To the extent that a change in the Delaware General Corporation Law (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Company's Amended and Restated Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.

10. Liability Insurance. To the extent the Company maintains an insurance policy or policies providing directors' and officers' liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company director or officer.

11. Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee's spouse, heirs, executors or personal or legal representatives after the

expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.

12. Amendments, Etc. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

13. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

14. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder.

15. Binding Effect, Etc. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, executors and personal and legal representatives. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer or director of the Company or of any other enterprise at the Company's request.

16. Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable in any respect, and the validity and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired and shall remain enforceable to the fullest extent permitted by law.

17. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.

18. Amendment and Restatement. This Agreement shall amend and restate in its entirety that certain Indemnification Agreement dated as of August 3, 1993, as amended, between the Indemnitee and Belden Inc. (which has been assumed by the Company).

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 1st day September 2004.

By /s/ Kevin L. Bloomfield
   -------------------------------------------------
   Name:  Kevin L. Bloomfield
   Title: Vice President, Secretary and
          General Counsel



   /s/ C. Baker Cunningham
   -------------------------------------------------
       C. Baker Cunningham
       (Indemnitee)

EXHIBIT 10.33

INDEMNIFICATION AGREEMENT

AGREEMENT, effective as of September 1, 2004, between Belden CDT Inc., a Delaware corporation (the "Company"), and Richard K. Reece (the "Indemnitee").

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, Indemnitee is a director or officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment;

WHEREAS, the Amended and Restated Bylaws of the Company and the Delaware General Corporation Law each provide that the indemnification provided herein shall not be exclusive;

1. Certain Definitions:

representing 20% or more of the total voting power represented by the Company's then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all the Company's assets.

Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

(h) Voting Securities: any securities of the Company which vote generally in the election of directors.

2. Basic Indemnification Arrangement.

(b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party

6. Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 1st day September 2004.

By:  /s/ C. Baker Cunningham
   -------------------------
   Name:  C. Baker Cunningham
   Title: Chief Executive Officer and
          President



     /s/ Richard K. Reece
   -------------------------
         Richard K. Reece
         (Indemnitee)

EXHIBIT 10.34

INDEMNIFICATION AGREEMENT

AGREEMENT, effective as of September 1, 2004, between Belden CDT Inc., a Delaware corporation (the "Company"), and Kevin L. Bloomfield (the "Indemnitee").

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, Indemnitee is a director or officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment;

WHEREAS, the Amended and Restated Bylaws of the Company and the Delaware General Corporation Law each provide that the indemnification provided herein shall not be exclusive;

1. Certain Definitions:

Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

(h) Voting Securities: any securities of the Company which vote generally in the election of directors.

2. Basic Indemnification Arrangement.

(b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party

6. Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 1st day September 2004.

By  /s/ C. Baker Cunningham
    ----------------------------------
    Name:   C. Baker Cunningham
    Title:  Chief Executive Officer and
            President



    /s/ Kevin L. Bloomfield
    -----------------------
        Kevin L. Bloomfield
        (Indemnitee)

EXHIBIT 10.35

INDEMNIFICATION AGREEMENT

AGREEMENT, effective as of September 1, 2004, between Belden CDT Inc., a Delaware corporation (the "Company"), and D. Larrie Rose (the "Indemnitee").

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, Indemnitee is a director or officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment;

WHEREAS, the Amended and Restated Bylaws of the Company and the Delaware General Corporation Law each provide that the indemnification provided herein shall not be exclusive;

1. Certain Definitions:

Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

(h) Voting Securities: any securities of the Company which vote generally in the election of directors.

2. Basic Indemnification Arrangement.

(b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party

6. Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the

18. Amendment and Restatement. This Agreement shall amend and restate in its entirety that certain Indemnification Agreement dated as of April 15, 2002, as amended, between the Indemnitee and Belden Inc. (which has been assumed by the Company).

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 1st day September 2004.

By /s/ C. Baker Cunningham
   -----------------------------------
   Name:   C. Baker Cunningham
   Title:  Chief Executive Officer and
           President



   /s/ D. Larrie Rose
   --------------------
       D. Larrie Rose
       (Indemnitee)

EXHIBIT 10.36

INDEMNIFICATION AGREEMENT

AGREEMENT, effective as of September 1, 2004, between Belden CDT Inc., a Delaware corporation (the "Company"), and Robert W. Matz (the "Indemnitee").

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, Indemnitee is a director or officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment;

WHEREAS, the Amended and Restated Bylaws of the Company and the Delaware General Corporation Law each provide that the indemnification provided herein shall not be exclusive;

1. Certain Definitions:

(a) Change in Control: shall be deemed to have occurred if
(i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company

Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

(h) Voting Securities: any securities of the Company which vote generally in the election of directors.

2. Basic Indemnification Arrangement.

(b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party

6. Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the

18. Amendment and Restatement. This Agreement shall amend and restate in its entirety that certain Indemnification Agreement dated as of May 13, 2002, as amended, between the Indemnitee and Belden Inc. (which has been assumed by the Company).

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 1st day September 2004.

By /s/ C. Baker Cunningham
   ---------------------------------
   Name:  C. Baker Cunningham
   Title: Chief Executive Officer and
          President



   /s/ Robert W. Matz
   ------------------------
       Robert W. Matz
       (Indemnitee)

EXHIBIT 10.37

INDEMNIFICATION AGREEMENT

AGREEMENT, effective as of September 1, 2004, between Belden CDT Inc., a Delaware corporation (the "Company"), and Stephen H. Johnson (the "Indemnitee").

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, Indemnitee is a director or officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment;

WHEREAS, the Amended and Restated Bylaws of the Company and the Delaware General Corporation Law each provide that the indemnification provided herein shall not be exclusive;

1. Certain Definitions:

(a) Change in Control: shall be deemed to have occurred if
(i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Rule

Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

(h) Voting Securities: any securities of the Company which vote generally in the election of directors.

2. Basic Indemnification Arrangement.

(b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party

6. Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the

18. Amendment and Restatement. This Agreement shall amend and restate in its entirety that certain Indemnification Agreement dated as of July 3, 2000, as amended, between the Indemnitee and Belden Inc. (which has been assumed by the Company).

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 1st day September 2004.

By /s/ C. Baker Cunningham
   ----------------------------------
   Name:  C. Baker Cunningham
   Title: Chief Executive Officer and
          President



  /s/Stephen H. Johnson
  -----------------------------------
     Stephen H. Johnson
     (Indemnitee)

EXHIBIT 10.38

INDEMNIFICATION AGREEMENT

AGREEMENT, effective as of September 1, 2004, between Belden CDT Inc., a Delaware corporation (the "Company"), and Cathy O. Staples (the "Indemnitee").

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, Indemnitee is a director or officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment;

WHEREAS, the Amended and Restated Bylaws of the Company and the Delaware General Corporation Law each provide that the indemnification provided herein shall not be exclusive;

1. Certain Definitions:

(a) Change in Control: shall be deemed to have occurred if
(i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company

Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

(h) Voting Securities: any securities of the Company which vote generally in the election of directors.

2. Basic Indemnification Arrangement.

(b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party

6. Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the

18. Amendment and Restatement. This Agreement shall amend and restate in its entirety that certain Indemnification Agreement dated as of August 16, 1997, as amended, between the Indemnitee and Belden Inc. (which has been assumed by the Company).

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 1st day September 2004.

By /s/ C. Baker Cunningham
   ----------------------------------
   Name:  C. Baker Cunningham
   Title: Chief Executive Officer and
          President



    /s/ Cathy O. Staples
    ----------------------------
        Cathy O. Staples
        (Indemnitee)

EXHIBIT 10.39

INDEMNIFICATION AGREEMENT

AGREEMENT, effective as of September 1, 2004, between Belden CDT Inc., a Delaware corporation (the "Company"), and Robert Canny (the "Indemnitee").

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, Indemnitee is a director or officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment;

WHEREAS, the Amended and Restated Bylaws of the Company and the Delaware General Corporation Law each provide that the indemnification provided herein shall not be exclusive;

1. Certain Definitions:

Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

(h) Voting Securities: any securities of the Company which vote generally in the election of directors.

2. Basic Indemnification Arrangement.

(b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party

6. Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 1st day September 2004.

By /s/ C. Baker Cunningham
   ----------------------------------
   Name:  C. Baker Cunningham
   Title: Chief Executive Officer and
          President



   /s/ Robert Canny
   ---------------------
       Robert Canny
      (Indemnitee)

EXHIBIT 10.40

INDEMNIFICATION AGREEMENT

AGREEMENT, effective as of September 1, 2004, between Belden CDT Inc., a Delaware corporation (the "Company"), and Peter Sheehan (the "Indemnitee").

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, Indemnitee is a director or officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment;

WHEREAS, the Amended and Restated Bylaws of the Company and the Delaware General Corporation Law each provide that the indemnification provided herein shall not be exclusive;

1. Certain Definitions:

Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

(h) Voting Securities: any securities of the Company which vote generally in the election of directors.

2. Basic Indemnification Arrangement.

(b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party

6. Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 1st day September 2004.

By   /s/C. Baker Cunningham
     -----------------------------------
     Name:  C. Baker Cunningham
     Title: Chief Executive Officer and
            President



     /s/Peter Sheehan
     -----------------------------------
        Peter Sheehan
        (Indemnitee)

EXHIBIT 10.41

INDEMNIFICATION AGREEMENT

AGREEMENT, effective as of September 1, 2004, between Belden CDT Inc., a Delaware corporation (the "Company"), and Christopher I. Byrnes (the "Indemnitee").

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, Indemnitee is a director or officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment;

WHEREAS, the Amended and Restated Bylaws of the Company and the Delaware General Corporation Law each provide that the indemnification provided herein shall not be exclusive;

1. Certain Definitions:

Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

(h) Voting Securities: any securities of the Company which vote generally in the election of directors.

2. Basic Indemnification Arrangement.

(b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party

6. Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the

18. Amendment and Restatement. This Agreement shall amend and restate in its entirety that certain Indemnification Agreement dated as of November 14, 1995, as amended, between the Indemnitee and Belden Inc. (which has been assumed by the Company).

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 1st day September 2004.

By   /s/  C. Baker Cunningham
   -------------------------------
   Name:  C. Baker Cunningham
   Title: Chief Executive Officer and
          President



   /s/Christopher I. Byrnes
   -------------------------------
   Christopher I. Byrnes
   (Indemnitee)

EXHIBIT 10.42

INDEMNIFICATION AGREEMENT

AGREEMENT, effective as of September 1, 2004, between Belden CDT Inc., a Delaware corporation (the "Company"), and John M. Monter (the "Indemnitee").

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, Indemnitee is a director or officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment;

WHEREAS, the Amended and Restated Bylaws of the Company and the Delaware General Corporation Law each provide that the indemnification provided herein shall not be exclusive;

1. Certain Definitions:

Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

(h) Voting Securities: any securities of the Company which vote generally in the election of directors.

2. Basic Indemnification Arrangement.

(b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party

6. Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the

18. Amendment and Restatement. This Agreement shall amend and restate in its entirety that certain Indemnification Agreement dated as of May 4, 2000, as amended, between the Indemnitee and Belden Inc. (which has been assumed by the Company).

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 1st day September 2004.

By   /s/ C. Baker Cunningham
     -------------------------------------
     Name:  C. Baker Cunningham
     Title: Chief Executive Officer and
            President



     /s/ John M. Monter
     -------------------------------------
     John M. Monter
     (Indemnitee)

EXHIBIT 10.43

INDEMNIFICATION AGREEMENT

AGREEMENT, effective as of September 1, 2004, between Belden CDT Inc., a Delaware corporation (the "Company"), and Lorne D. Bain (the "Indemnitee").

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, Indemnitee is a director or officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment;

WHEREAS, the Amended and Restated Bylaws of the Company and the Delaware General Corporation Law each provide that the indemnification provided herein shall not be exclusive;

1. Certain Definitions:

Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

(h) Voting Securities: any securities of the Company which vote generally in the election of directors.

2. Basic Indemnification Arrangement.

(b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party

6. Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 1st day September 2004.

By /s/ C. Baker Cunningham
   ----------------------------------
   Name:  C. Baker Cunningham
   Title: Chief Executive Officer and
          President



   /s/ Lorne D. Bain
   ----------------------------------
       Lorne D. Bain
       (Indemnitee)

EXHIBIT 10.44

INDEMNIFICATION AGREEMENT

AGREEMENT, effective as of September 1, 2004, between Belden CDT Inc., a Delaware corporation (the "Company"), and Bernard G. Rethore (the "Indemnitee").

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, Indemnitee is a director or officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment;

WHEREAS, the Amended and Restated Bylaws of the Company and the Delaware General Corporation Law each provide that the indemnification provided herein shall not be exclusive;

1. Certain Definitions:

Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

(h) Voting Securities: any securities of the Company which vote generally in the election of directors.

2. Basic Indemnification Arrangement.

(b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party

6. Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the

18. Amendment and Restatement. This Agreement shall amend and restate in its entirety that certain Indemnification Agreement dated as of February 27, 1997, as amended, between the Indemnitee and Belden Inc. (which has been assumed by the Company).

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 1st day September 2004.

By /s/ C. Baker Cunningham
   ------------------------------------
   Name:  C. Baker Cunningham
   Title: Chief Executive Officer and
          President



   /s/Bernard G. Rethore
   ------------------------------------
      Bernard G. Rethore
      (Indemnitee)

EXHIBIT 10.45

INDEMNIFICATION AGREEMENT

AGREEMENT, effective as of September 1, 2004, between Belden CDT Inc., a Delaware corporation (the "Company"), and Bryan C. Cressey (the "Indemnitee").

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, Indemnitee is a director or officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment;

WHEREAS, the Amended and Restated Bylaws of the Company and the Delaware General Corporation Law each provide that the indemnification provided herein shall not be exclusive;

1. Certain Definitions:

(a) Change in Control: shall be deemed to have occurred if
(i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company

Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

(h) Voting Securities: any securities of the Company which vote generally in the election of directors.

2. Basic Indemnification Arrangement.

(b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party

6. Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 1st day September 2004.

By /s/C. Baker Cunningham
   ----------------------------------
   Name:  C. Baker Cunningham
   Title: Chief Executive Officer and
          President



   /s/Bryan C. Cressey
   -----------------------------------
      Bryan C. Cressey
      (Indemnitee)

EXHIBIT 10.46

INDEMNIFICATION AGREEMENT

AGREEMENT, effective as of September 1, 2004, between Belden CDT Inc., a Delaware corporation (the "Company"), and Ferdinand C. Kuznik (the "Indemnitee").

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, Indemnitee is a director or officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment;

WHEREAS, the Amended and Restated Bylaws of the Company and the Delaware General Corporation Law each provide that the indemnification provided herein shall not be exclusive;

1. Certain Definitions:

Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

(h) Voting Securities: any securities of the Company which vote generally in the election of directors.

2. Basic Indemnification Arrangement.

(b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party

6. Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 1st day September 2004.

By   /s/ C. Baker Cunningham
     -----------------------
     Name:  C. Baker Cunningham
     Title: Chief Executive Officer and
            President

     /s/ Ferdinand C. Kuznik
     -----------------------
         Ferdinand C. Kuznik
         (Indemnitee)

EXHIBIT 10.47

INDEMNIFICATION AGREEMENT

AGREEMENT, effective as of September 1, 2004, between Belden CDT Inc., a Delaware corporation (the "Company"), and Lance C. Balk (the "Indemnitee").

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, Indemnitee is a director or officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment;

WHEREAS, the Amended and Restated Bylaws of the Company and the Delaware General Corporation Law each provide that the indemnification provided herein shall not be exclusive;

1. Certain Definitions:

(a) Change in Control: shall be deemed to have occurred if
(i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company

Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

(h) Voting Securities: any securities of the Company which vote generally in the election of directors.

2. Basic Indemnification Arrangement.

(b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party

6. Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 1st day September 2004.

By /s/ C. Baker Cunningham
   ----------------------------------
   Name:  C. Baker Cunningham
   Title: Chief Executive Officer and
          President



  /s/ Lance C. Balk
  ---------------------------
      Lance C. Balk
      (Indemnitee)

EXHIBIT 10.48

INDEMNIFICATION AGREEMENT

AGREEMENT, effective as of September 1, 2004, between Belden CDT Inc., a Delaware corporation (the "Company"), and Michael F. O. Harris (the "Indemnitee").

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, Indemnitee is a director or officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment;

WHEREAS, the Amended and Restated Bylaws of the Company and the Delaware General Corporation Law each provide that the indemnification provided herein shall not be exclusive;

1. Certain Definitions:

(a) Change in Control: shall be deemed to have occurred if
(i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Rule

Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

(h) Voting Securities: any securities of the Company which vote generally in the election of directors.

2. Basic Indemnification Arrangement.

(b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party

6. Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 1st day September 2004.

By /s/ C. Baker Cunningham
   ----------------------------------
   Name:  C. Baker Cunningham
   Title: Chief Executive Officer and
          President



    /s/ Michael F. O. Harris
    ---------------------------
        Michael F. O. Harris
        (Indemnitee)

EXHIBIT 10.49

INDEMNIFICATION AGREEMENT

AGREEMENT, effective as of September 1, 2004, between Belden CDT Inc., a Delaware corporation (the "Company"), and Glenn Kalnasy (the "Indemnitee").

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, Indemnitee is a director or officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment;

WHEREAS, the Amended and Restated Bylaws of the Company and the Delaware General Corporation Law each provide that the indemnification provided herein shall not be exclusive;

1. Certain Definitions:

Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

(h) Voting Securities: any securities of the Company which vote generally in the election of directors.

2. Basic Indemnification Arrangement.

(b) Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party

6. Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the

IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 1st day September 2004.

By /s/ C. Baker Cunningham
   -----------------------
   Name:   C. Baker Cunningham
   Title:  Chief Executive Officer and
           President



   /s/ Glenn Kalnasy
   ------------------
       Glenn Kalnasy
       (Indemnitee)

EXHIBIT 10.50

THIRD 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 (as amended from time to time, hereinafter referred to as the "Plan") restated as of January 1, 1998, for the benefit of certain employees of the Employer;

WHEREAS, Section 7.1 of Article VII of the Plan provides for the Company's amending the Plan; and

WHEREAS, the Company deems it desirable to make certain amendments to the Plan effective immediately before the Effective Time, as defined in the Agreement and Plan of Merger by and among Cable Design Technologies Corporation, BC Merger Corp. and Belden Inc. dated as of February 4, 2004, as amended;

NOW, THEREFORE, the Plan is amended effective immediately before the Effective Time as follows:

1. The following definition is added in Article II as Section 2.1 (with the remaining definitions to be renumbered accordingly):

"2.1 'BELDEN CDT' means Belden CDT Inc., a Delaware corporation."

2. The definition of "CHANGE OF CONTROL" in Article II is amended by (a) changing each reference to "the Company" therein to a reference to "Belden CDT", and (b) adding to the end thereof the following sentence: "For the avoidance of doubt, the consummation of the transactions contemplated by the Agreement and Plan of Merger by and among Cable Design Technologies Corporation, BC Merger Corp. and Belden Inc. dated as of February 4, 2004, as amended, shall not constitute a 'Change of Control' under the Plan."

3. The definition of "DEFERRAL PLAN" in Article II is deleted and replaced with the following: "'DEFERRAL PLAN' means the Belden Inc. Deferred Compensation Plan, as amended from time to time."

4. The definition of "PENSION PLAN" in Article II is amended by adding the words ", as amended from time to time" to the end thereof.

5. The definition of "PLAN" in Article II is amended by adding the words ", as amended from time to time" to the end thereof.

6. The definition of "PLAN ADMINISTRATOR" is amended by changing the reference to "Article VII" therein to a reference to "Article VIII".

7. The definition of "TRUST" in Article II is deleted and replaced with the following:

"2.21 'TRUST' means the Trust Agreement Establishing the Trust by and between Belden Wire & Cable Company (For the Supplemental Excess Defined Benefit Plan) and CG Trust Company, now Prudential Bank & Trust, F.S.B., effective January 1, 2001, as amended from time to time, 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."

8. Capitalized terms used herein, unless otherwise defined herein, have the meaning ascribed to such terms in the Plan. Except as expressly provided herein all provisions of the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, Belden Wire & Cable Company, by its duly authorized officer, executes this amendment as of the 14th day of July, 2004.

BELDEN WIRE & CABLE COMPANY

                                      By:  /s/ Cathy O. Staples
                                           -------------------------------

                                      Its: Vice President, Human Resources
                                           -------------------------------


Attest: /s/ Eivind J. Kolemainen
        ------------------------
        Eivind J. Kolemainen

EXHIBIT 10.51

THIRD 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 (as amended from time to time, hereinafter referred to as the "Plan") restated as of January 1, 1998, for the benefit of certain employees of the Employer;

WHEREAS, Section 9.1 of Article IX of the Plan provides for the Company's amending the Plan; and

NOW, THEREFORE, the Plan is amended effective immediately before the Effective Time as follows:

1. The following definition is added in Article II as Section 2.1 (with the remaining definitions to be renumbered accordingly):

"2.1 'BELDEN CDT' means Belden CDT Inc., a Delaware corporation."

3. The definition of "DEFERRAL PLAN" in Article II is deleted and replaced with the following: "'DEFERRAL PLAN' means the Belden Inc. Deferred Compensation Plan, as amended from time to time."

4. The definition of "PLAN" in Article II is amended by adding the words ", as amended from time to time" to the end thereof.

5. The definition of "PLAN ADMINISTRATOR" is amended by changing the reference to "Article VII" therein to a reference to "Article X".

6. The definition of "SAVINGS PLAN" in Article II is amended by adding the words ", as amended from time to time" to the end thereof.

7. The definition of "TRUST" in Article II is deleted and replaced with the following:

"2.21 'TRUST' means the Trust Agreement Establishing the Trust by and between Belden Wire & Cable Company (For the Supplemental Excess Defined Contribution Plan) and CG Trust Company, now Prudential Bank & Trust, F.S.B., effective January 1, 2001, as amended from time to time, 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."

IN WITNESS WHEREOF, Belden Wire & Cable Company, by its duly authorized officer, executes this amendment as of the 14th day of July, 2004.

BELDEN WIRE & CABLE COMPANY

                                            By:  /s/ Cathy O. Staples
                                                 --------------------

                                            Its: Vice President, Human Resources
                                                 -------------------------------


Attest: /s/ Eivind J. Kolemainen
        ------------------------
         Eivind J. Kolemainen

EXHIBIT 10.52

TRUST AGREEMENT

Establishing

THE

TRUST

BY AND BETWEEN

BELDEN WIRE & CABLE COMPANY

(FOR THE SUPPLEMENTAL EXCESS DEFINED BENEFIT PLAN)

and

CG TRUST COMPANY

TABLE OF CONTENTS

                                                                   PAGE
                                                                   ----
Section 1     Establishment of Trust                                1

Section 2     Payments to Plan Participants                         2
              and Their Beneficiaries

Section 3     Trustee Responsibility Regarding                      3
              Payments to Trust Beneficiary
              When Company is Insolvent

Section 4     Payments to Company                                   4

Section 5     Investment Authority                                  4

Section 6     Disposition of Income                                 4

Section 7     Accounting by Trustee                                 5

Section 8     Responsibility of Trustee                             5

Section 9     Compensation and Expenses of Trustee                  6

Section 10    Resignation and Removal of Trustee                    6

Section 11    Appointment of Successor                              7

Section 12    Amendment or Termination                              7

Section 13    Payment of Incurred Expenses                          8

Section 14    Miscellaneous                                         8

Section 15    Effective Date                                        9

(a) This Agreement made this first day of January, 2001, by and between Belden Wire & Cable Company (the "Company") and CG Trust Company, a trust company organized under the laws of the State of Illinois with its principal office and place of business in Chicago, Illinois (the "Trustee");

(b) WHEREAS, Company has adopted the Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan (the "Plan");

(c) WHEREAS, Company has incurred or expects to incur liability under the terms of such Plan with respect to the individuals participating in such Plan;

(d) WHEREAS, Company wishes to establish a trust (hereinafter called "Trust" or "Trust Fund") and to contribute to the Trust assets that shall be held herein, subject to the claims of Company's creditors in the event of Company's insolvency, as herein defined, until paid to Plan participants and their beneficiaries in such manner and at such times as specified in the Plan;

(e) WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan maintained for the purpose of providing benefits for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974;

(f) WHEREAS, it is the intention of Company to make contributions to the Trust to provide itself with a source of funds to assist in the meeting of its liabilities under the Plan.

NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows:

Section 1. Establishment of Trust.

(a) Company hereby deposits with Trustee in trust certain good and valuable consideration, which shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement.

(b) The Trust hereby established shall be revocable by the Company; it shall become irrevocable upon a Change of Control, as defined herein.

(c) The Trust is intended to be a grantor trust, of which Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.

(d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Before a Change in Control, (i) plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust, (ii) any rights created under the Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against Company, (iii) any assets held by the Trust will be subject to the claims of Company's general creditors under federal and state law in the event of insolvency, as defined in Section 3(a) herein.

(e) Upon a Change of Control, Company shall, as soon as possible, but in no event longer than thirty (30) days following the Change of Control, as defined herein, make an irrevocable contribution to the Trust in an amount that is sufficient to pay all Plan participants and their beneficiaries the aggregate accrued benefits to which they would be entitled pursuant to the Plan as of the date of the Change of Control (whether or not they are then entitled to receive such accrued benefits), and shall thereafter make further irrevocable contributions to the Trust on a current basis as and in the amount that such benefits accrue. The Trustee shall have no responsibility for enforcing the Company's obligation to make payment of any contribution to the Trust, for the timing or amount thereof, or for the adequacy of the Trust to meet or discharge any liabilities of the Plan.

Section 2. Payments to Plan Participants and Their Beneficiaries.

(a) Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan), and the time of commencement for payment of such amounts. Except as otherwise provided herein, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provisions for reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by Company.

(b) The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by Company or such party as it shall designate under the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan.

(c) Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. Company shall notify Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries. Trustee shall require Company to provide reasonable written documentation that such payments have been made directly to such participant or beneficiary. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Plan, Company shall make the balance of each such payment as it falls due. Trustee shall notify Company where principal and earnings are not sufficient.

Section 3. Trustee Responsibility Regarding Payments to Trust Beneficiary When Company is Insolvent.

(a) Trustee shall cease payment of benefits to Plan participants and their beneficiaries if the Company is insolvent. Company shall be considered "insolvent" for purposes of this Trust Agreement if (i) Company is unable to pay its debts as they become due or (ii) Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

(b) At all times during the continuance of this Trust, as provided in
Section 1(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of Company under federal and state law as set forth below.

(1) The Board of Directors and the Chief Executive Officer of Company shall have the duty to inform Trustee in writing of Company's insolvency. If a person claiming to be a creditor of Company alleges in writing to Trustee that Company has become insolvent, Trustee shall determine whether Company is insolvent and, pending such determination, Trustee shall discontinue payment of benefits to Plan participants or their beneficiaries.

(2) Unless Trustee has actual knowledge of Company's insolvency, or has received notice from Company or a person claiming to be a creditor alleging that Company is insolvent, Trustee shall have no duty to inquire whether Company is insolvent. Trustee may in all events rely on such evidence concerning Company's solvency as may be furnished to Trustee and that provides Trustee with a reasonable basis for making a determination concerning Company's solvency.

(3) If at any time Trustee has determined that Company is insolvent, Trustee shall discontinue payments to Plan participants or their beneficiaries and shall hold the assets of the Trust for the benefit of Company's general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of Plan participants or their beneficiaries to pursue their rights as general creditors of Company with respect to benefits due under the Plan or otherwise.

(4) Trustee shall resume the payment of benefits to Plan participants or their beneficiaries in accordance with Section 2 of this Trust Agreement only after Trustee has determined that Company is not insolvent (or is no longer insolvent).

(c) Provided that there are sufficient assets, if Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to Plan participants or their beneficiaries under the terms of the Plan for the period of such discontinuance, less the aggregate amount of any payments made to Plan participants and their beneficiaries by Company in lieu of the payments provided for hereunder during any such period of discontinuance.

Section 4. Payments to Company.

Except as provided in Section 3 hereof, after the Trust has become irrevocable, Company shall have no right or power to direct Trustee to return to Company or to divert to others any of the Trust assets before all payment[s] of accrued benefits (present and future) have been made to Plan participants and their beneficiaries pursuant to the terms of the Plan.

Section 5. Investment Authority.

Trustee shall have the power to invest the assets of the Trust Fund in such investment vehicles as directed by the Company, including insurance policies or securities (including stock or rights to acquire stock) or obligations issued by Company. All rights associated with assets of the Trust shall be exercised by Trustee or the person designated by Trustee pursuant to the Company's direction, and shall in no event be exercisable by or rest with Plan participants.

Section 6. Disposition of Income.

During the term of this Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested.

Section 7. Accounting by Trustee.

The Trustee has accepted this Trust on the condition that the Company has entered or is entering into a service agreement with Connecticut General Life Insurance Company ("Connecticut General") whereby Connecticut General will provide recordkeeping services for all assets held pursuant to this Trust Agreement. The Trustee shall be required to forward to the Company, or require Connecticut General to forward to the Company, the recordkeeping reports and related financial information provided by Connecticut General, but the Trustee shall not otherwise be required to provide Trust accounts.

Section 8. Responsibility of Trustee.

(a) Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by Company or any delegate appointed by the Company which is contemplated by, and in conformity with, the terms of the Plan or this Trust and is given in writing by Company or its delegate. In the event of a dispute between Company and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute.

(b) If Trustee undertakes or defends any litigation arising in connection with this Trust, Company agrees to indemnify Trustee against Trustee's costs, expenses and liabilities (including, without limitation, attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If Company does not pay such costs, expenses and liabilities in a reasonably timely manner, Trustee may obtain payment from the Trust.

(c) Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder, including recordkeeping, reporting, custody of assets or proxy voting. Such agents may include affiliates of the Trustee.

(d) Trustee shall have, without exclusion, all powers conferred in Trustees in accordance with applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, Trustee shall have no power to name a beneficiary other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy.

(e) The Company shall indemnify and hold harmless the Trustee from and against any and all claims, losses, damages, expenses (including reasonable counsel fees) and liability to which the Trustee may be subject by reason of any act done or omitted to be done, except where the same is finally adjudicated to be due to the negligence or willful misconduct of the Trustee.

(f) In addition to and in no way in limitation of the indemnification of paragraph (e) of this section, the Company hereby agrees to indemnify and hold harmless the Trustee from and against any claims, losses, damages, expenses (including reasonable counsel fees) and liability to which the Trustee may be subject by reason of any act or omission of any prior, subsequent or existing trustee of the Plan.

(g) The Trustee shall be responsible only for such assets as are actually received by it as Trustee hereunder. The Trustee shall have no duty or authority to ascertain whether any contributions should be made to it pursuant to the Plan or to bring any action to enforce any obligation to make any such contribution, nor shall it have any responsibility concerning the amount of any contribution or the application of the Plan's contribution formula. The Trustee shall have no responsibility for any assets not held under this Trust, even if those assets are held as assets of the Plan under a separate trust agreement. Responsibility for any such assets shall be solely that of the trustees named in such separate trust agreement, or, in the event no such separate trust exists, the Company.

Section 9. Compensation and Expenses of Trustee.

Company shall pay all administrative and Trustees' fees and expenses in accordance with a fee schedule provided to the Company. In addition, Trustee shall be paid its reasonable expenses, including reasonable expenses of counsel and other agents employed by the Trustee, incurred in connection with administration of the Trust Fund. If the Trustee proposes an amended fee schedule and the Company fails to object thereto within ninety (90) days of its receipt, the amended fee schedule shall be deemed accepted by the Company. If not paid, the fees and expenses shall be paid from the Trust.

Section 10. Resignation and Removal of Trustee.

(a) Trustee may resign at any time by written notice to Company, which shall be effective 30 (thirty) days after receipt of such notice unless Company and Trustee agree otherwise.

(b) Trustee may be removed by Company on 30 (thirty) days notice or upon shorter notice accepted by Trustee.

(c) The Trustee's service pursuant to this Agreement is conditioned upon the existence of one or more contracts between the Company and Connecticut General providing for full Plan recordkeeping services. In the event the contract providing for such recordkeeping services is discontinued or terminated, this Trust Agreement shall be terminated as well with no further notice from either party to the other as of the date of discontinuance or termination of the contract providing for Plan recordkeeping services.

(d) Upon resignation or removal of Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within 30 days after receipt of notice of resignation, removal or transfer, unless Company extends the time limit.

(e) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under paragraph(s) (a), (b) or (c) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Section 11. Appointment of Successor.

If Trustee resigns or is removed in accordance with Section 10(a), (b) or (c) hereof, Company may appoint any third party, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably requested by Company or the successor Trustee to evidence the transfer.

Section 12. Amendment or Termination.

(a) This Trust Agreement may be amended by a written instrument executed by Trustee and Company. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plan or shall make the Trust revocable after it has become irrevocable in accordance with Section 1(b) hereof.

(b) The Trust shall not terminate until the date on which Plan participants and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Plan. Upon termination of the Trust any assets remaining in the Trust shall be returned to Company.

(c) If and when the Trust becomes irrevocable as provided herein, any amendment of this Agreement will require the approval of at least 80 percent of the Plan Participants (or their beneficiaries).

Section 13. Payment of Incurred Expenses

So long as the Participant is not acting in bad faith, the Company shall promptly pay as they are incurred by each Plan Participant any Expenses arising from or related to any action, suit, or proceeding filed by a Participant to enforce his or her rights under this Agreement or Plan ("Claim"). "Expenses" shall mean all costs, expenses (including attorney's fees, witness fees and investigative costs) and obligations paid or incurred in connection with or relating to a Claim (including all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing).

Section 14. Miscellaneous.

(a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

(b) Benefits payable to Plan participants and their beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.

(c) This Trust Agreement and the Trust hereby created shall be governed, construed, administered and regulated in all respects in accordance with the laws of Illinois.

(d) For purposes of this Trust, the term "Change of Control" shall mean (i) the occurrence of a Triggering Event under the Rights Agreement of July 6, 1995 between Belden, Inc. and the Chase Mellon Shareholder Services, LLC, (successor to First Chicago Trust Company of New York), as such Rights Agreement may be assigned or amended, or (ii) the purchase or other acquisition by any person, entity or group thereof, within the meaning of
Section 13(d) or 14(d) of the Securities Exchange act of 1934 ("Act"), or any comparable successor provisions, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of 25 percent or more of either outstanding shares of common stock or the combined voting power of Company's then outstanding voting securities entitled to vote generally, (iii) the approval by the stockholders of the Company of a reorganization, merger, or consolidation, in each case, with respect to which persons who were stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 60 percent of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated Company's then outstanding securities, or (iv) a liquidation or dissolution of Company or of the sale of all or substantially all of the Company's assets.

The Board of Directors and the Chief Executive Officer of the Company shall have a duty to inform Trustee in writing of any Change of Control. Unless Trustee has actual knowledge of Company's Change of Control, or has received notice from the Company that a Change of Control has occurred, Trustee shall have no duty to inquire whether a Change of Control has occurred.

(e) In the event of any conflict between provisions of the Plan and those of this Trust Agreement, this Trust Agreement shall prevail.

Section 15. Effective Date.

The effective date of this Trust Agreement shall be January 1, 2001.

Attest:                                         BELDEN WIRE & CABLE COMPANY

/s/ Eivind J. Kolemainen                  By /s/ Cathy O. Staples
------------------------                     ---------------------

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

                                          Date March 26, 2001
                                               -------------------

Attest:                                         CG TRUST COMPANY

/s/                                       By /s/
-------------------------                    ------------------------------


                                          Its
                                             -------------------------------

                                          Date
                                              ------------------------------

EXHIBIT 10.53

FIRST AMENDMENT TO THE TRUST AGREEMENT
ESTABLISHING THE TRUST
BY AND BETWEEN BELDEN WIRE & CABLE COMPANY
(FOR THE SUPPLEMENTAL EXCESS DEFINED BENEFIT PLAN)

and CG TRUST COMPANY (NOW PRUDENTIAL BANK & TRUST, F.S.B.)

WHEREAS, Belden Wire & Cable Company (hereinafter referred to as the "Company") and CG Trust Company, now Prudential Bank & Trust, F.S.B. (hereinafter referred to as the "Trustee"), established a trust pursuant to a Trust Agreement (hereinafter referred to as the "Trust Agreement") effective January 1, 2001 establishing the Trust by and between Belden Wire & Cable Company (for the Supplemental Excess Defined Benefit Plan) and CG Trust Company, now Prudential Bank & Trust, F.S.B.;

WHEREAS, the trust was established by the Trust Agreement in connection with the Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan (as amended from time to time, the "Plan");

WHEREAS, Section 12 of the Trust Agreement provides for the amending of the Trust Agreement by written instrument executed by the Trustee and the Company; and

WHEREAS, the Company and the Trustee deem it desirable to make certain amendments to the Trust Agreement effective immediately before the Effective Time, as defined in the Agreement and Plan of Merger by and among Cable Design Technologies Corporation, BC Merger Corp. and Belden Inc. dated as of February 4, 2004, as amended;

NOW, THEREFORE, the Trust Agreement is amended effective immediately before the Effective Time as follows:

1. The definition of "Plan" is amended by inserting the words "as amended from time to time," immediately before the words "the 'Plan'" in the parenthetical in the first "WHEREAS" clause.

2. Paragraph (d) of Section 14, which defines "Change of Control", is deleted and replaced with the following:

"For purposes of this Trust, the term 'Change of Control' shall have the meaning assigned by the Plan. For the avoidance of doubt, the consummation of the transactions contemplated by the Agreement and Plan of Merger by and among Cable Design Technologies Corporation, BC Merger Corp. and Belden Inc. dated as of February 4, 2004, as amended, shall not constitute a 'Change of Control' under the Plan. The Board of Directors and the Chief Executive Officer of the Company shall have a duty to inform the Trustee in writing of any Change of Control. Unless Trustee has actual knowledge of a Change of Control, or has received notice from the Company that a Change of Control

has occurred, Trustee shall have no duty to inquire whether a Change of Control has occurred."

3. Capitalized terms used herein, unless otherwise defined herein, have the meaning ascribed to such terms in the Trust Agreement. Except as expressly provided herein all provisions of the Trust Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, Belden Wire & Cable Company and Prudential Bank & Trust, F.S.B., by their respective duly authorized officers, execute this amendment as of the 14th day of July, 2004.

BELDEN WIRE & CABLE COMPANY

                                         By: /s/ Cathy O. Staples
                                             -------------------------

                                         Its: Vice President, Human Resources
                                              --------------------------------


Attest: /s/ Eivind J. Kolemainen
        ------------------------
        Eivind J. Kolemainen

PRUDENTIAL BANK & TRUST, F.S.B.

By: /s/
    ------------------------------

Its:
    -------------------------------

EXHIBIT 10.54

TRUST AGREEMENT

Establishing

THE

TRUST

BY AND BETWEEN

BELDEN WIRE & CABLE COMPANY

(FOR THE SUPPLEMENTAL EXCESS DEFINED CONTRIBUTION PLAN)

and

CG TRUST COMPANY

TABLE OF CONTENTS

                                                                      PAGE
                                                                      ----

Section 1        Establishment of Trust                                1

Section 2        Payments to Plan Participants                         2
                 and Their Beneficiaries

Section 3        Trustee Responsibility Regarding                      3
                 Payments to Trust Beneficiary
                 When Company is Insolvent

Section 4        Payments to Company                                   4

Section 5        Investment Authority                                  4

Section 6        Disposition of Income                                 4

Section 7        Accounting by Trustee                                 5

Section 8        Responsibility of Trustee                             5

Section 9        Compensation and Expenses of Trustee                  6

Section 10       Resignation and Removal of Trustee                    6

Section 11       Appointment of Successor                              7

Section 12       Amendment or Termination                              7

Section 13       Payment of Incurred Expenses                          8

Section 14       Miscellaneous                                         8

Section 15       Effective Date                                        9

(b) WHEREAS, Company has adopted the Belden Wire & Cable Company Supplemental Excess Defined Contribution Plan (the "Plan");

(c) WHEREAS, Company has incurred or expects to incur liability under the terms of such Plan with respect to the individuals participating in such Plan;

(e) WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974;

(f) WHEREAS, it is the intention of Company to make contributions to the Trust to provide itself with a source of funds to assist in the meeting of its liabilities under the Plan.

NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows:

Section 1. Establishment of Trust.

(b) The Trust hereby established shall be revocable by the Company; it shall become irrevocable upon a Change of Control, as defined herein.

(d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of Company and shall be used exclusively for the uses and purposes of Plan participants and general creditors as herein set forth. Before a Change in Control,
(i) plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust, (ii) any rights created under the Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against Company, (iii) any assets held by the Trust will be subject to the claims of Company's general creditors under federal and state law in the event of insolvency, as defined in Section 3(a) herein.

Section 2. Payments to Plan Participants and Their Beneficiaries.

Section 3. Trustee Responsibility Regarding Payments to Trust Beneficiary When Company is Insolvent.

Section 4. Payments to Company.

Section 5. Investment Authority.

Section 6. Disposition of Income.

During the term of this Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested.

Section 7. Accounting by Trustee.

Section 8. Responsibility of Trustee.

(b) If Trustee undertakes or defends any litigation arising in connection with this Trust, Company agrees to indemnify Trustee against Trustee's costs, expenses and liabilities
(including, without limitation, attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If Company does not pay such costs, expenses and liabilities in a reasonably timely manner, Trustee may obtain payment from the Trust.

Section 9. Compensation and Expenses of Trustee.

Section 10. Resignation and Removal of Trustee.

(a) Trustee may resign at any time by written notice to Company, which shall be effective 30 (thirty) days after receipt of such notice unless Company and Trustee agree otherwise.

(b) Trustee may be removed by Company on 30 (thirty) days notice or upon shorter notice accepted by Trustee.

(e) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under paragraph(s)
(a), (b) or (c) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Section 11. Appointment of Successor.

Section 12. Amendment or Termination.

(c) If and when the Trust becomes irrevocable as provided herein, any amendment of this Agreement will require the approval of at least 80 percent of the Plan Participants (or their beneficiaries).

Section 13. Payment of Incurred Expenses

Section 14. Miscellaneous.

(a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

(c) This Trust Agreement and the Trust hereby created shall be governed, construed, administered and regulated in all respects in accordance with the laws of Illinois.

(d) For purposes of this Trust, the term "Change of Control" shall mean (i) the occurrence of a Triggering Event under the Rights Agreement of July 6, 1995 between Belden, Inc. and the Chase Mellon Shareholder Services, LLC, (successor to First Chicago Trust Company of New York), as such Rights Agreement may be assigned or amended, or (ii) the purchase or other acquisition by any person, entity or group thereof, within the meaning of
Section 13(d) or 14(d) of the Securities Exchange act of 1934 ("Act"), or any comparable successor provisions, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of 25 percent or more of either outstanding shares of common stock or the combined voting power of Company's then outstanding voting securities entitled to vote generally,
(iii) the approval by the stockholders of the Company of a reorganization, merger, or consolidation, in each case, with respect to which persons who were stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 60 percent of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or

consolidated Company's then outstanding securities, or (iv) a liquidation or dissolution of Company or of the sale of all or substantially all of the Company's assets. The Board of Directors and the Chief Executive Officer of the Company shall have a duty to inform Trustee in writing of any Change of Control. Unless Trustee has actual knowledge of Company's Change of Control, or has received notice from the Company that a Change of Control has occurred, Trustee shall have no duty to inquire whether a Change of Control has occurred.

(e) In the event of any conflict between provisions of the Plan and those of this Trust Agreement, this Trust Agreement shall prevail.

Section 15. Effective Date.

The effective date of this Trust Agreement shall be January 1, 2001.

Attest:                                       BELDEN WIRE & CABLE COMPANY

/s/ Eivind J. Kolemainen                  By /s/ Cathy O. Staples
---------------------------                  --------------------------------

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

                                          Date March 26, 2001
                                               ------------------------------

Attest:                                       CG TRUST COMPANY

/s/                                       By /s/
---------------------------                  ----------------------------------

                                          Its
                                             ----------------------------------

                                          Date
                                              ---------------------------------

EXHIBIT 10.55

FIRST AMENDMENT TO THE TRUST AGREEMENT
ESTABLISHING THE TRUST
BY AND BETWEEN BELDEN WIRE & CABLE COMPANY
(FOR THE SUPPLEMENTAL EXCESS DEFINED CONTRIBUTION PLAN)

and CG TRUST COMPANY (NOW PRUDENTIAL BANK & TRUST, F.S.B.)

WHEREAS, Belden Wire & Cable Company (hereinafter referred to as the "Company") and CG Trust Company, now Prudential Bank & Trust, F.S.B. (hereinafter referred to as the "Trustee"), established a trust pursuant to a Trust Agreement (hereinafter referred to as the "Trust Agreement") effective January 1, 2001 establishing the Trust by and between Belden Wire & Cable Company (for the Supplemental Excess Defined Contribution Plan) and CG Trust Company, now Prudential Bank & Trust, F.S.B.;

WHEREAS, the trust was established by the Trust Agreement in connection with the Belden Wire & Cable Company Supplemental Excess Defined Contribution Plan (as amended from time to time, the "Plan");

WHEREAS, Section 12 of the Trust Agreement provides for the amending of the Trust Agreement by written instrument executed by the Trustee and the Company; and

NOW, THEREFORE, the Trust Agreement is amended effective immediately before the Effective Time as follows:

1. The definition of "Plan" is amended by inserting the words "as amended from time to time," immediately before the words "the 'Plan'" in the parenthetical in the first "WHEREAS" clause.

2. Paragraph (d) of Section 14, which defines "Change of Control", is deleted and replaced with the following:

has occurred, Trustee shall have no duty to inquire whether a Change of Control has occurred."

IN WITNESS WHEREOF, Belden Wire & Cable Company and Prudential Bank & Trust, F.S.B., by their respective duly authorized officers, execute this amendment as of the 14th day of July, 2004.

BELDEN WIRE & CABLE COMPANY

                                          By: /s/ Cathy O. Staples
                                              --------------------

                                          Its: Vice President, Human Resources
                                               -------------------------------


Attest: /s/ Eivind J. Kolemainen
        ------------------------
        Eivind J. Kolemainen

PRUDENTIAL BANK & TRUST, F.S.B.

By: /s/
   ------------------------

Its:
    -----------------------

EXHIBIT 10.59

AMENDMENT TO BELDEN INC. 2003 EMPLOYEE STOCK PURCHASE PLAN

The Belden Inc. 2003 Employee Stock Purchase Plan is terminated immediately prior to the Effective Time (as defined in the Merger Agreement).

EXHIBIT 10.60

AMENDMENT TO BELDEN U.K. EMPLOYEE SHARE OWNERSHIP PLAN

The Belden U.K. Employee Share Ownership Plan is terminated immediately prior to the Effective Time (as defined in the Merger Agreement).

EXHIBIT 10.61

AMENDMENT TO CERTAIN EQUITY-BASED BENEFIT PLANS

The equity-based benefit plans of Cable Design Technologies Corporation (now Belden CDT Inc.) (the "Company") include the Amended and Restated 1988 Employee Stock Purchase and Option Plan (Intercole Holding Corporation), Long Term Performance Incentive Plan (1993), Supplemental Long-Term Performance Incentive Plan (1995), Non-Employee Director Plan (1995), Management Stock Award Plan
(1998), 1998 Employee Stock Purchase Plan, 1999 Long-Term Performance Incentive Plan and 2001 Long-Term Performance Incentive Plan (the preceding named plans collectively being the "Company Equity Incentive Plans").

Reference is made to the Agreement and Plan of Merger by and among Cable Design Technologies Corporation, BC Merger Corp. and Belden Inc. dated as of February 4, 2004, as amended (the "Merger Agreement"). Pursuant to the Merger Agreement, the Company effected a one-for-two reverse stock split of the common stock, par value $0.01 per share, of the Company ("Old Common Stock"), whereupon each two shares of Old Common Stock existing immediately prior to the effective time of the reverse stock split (the "Reverse Split Effective Time") were automatically reclassified into one share of common stock, par value $0.01 per share, of the Company (the "New Common Stock").

The Company Equity Incentive Plans are amended effective as of the Reverse Split Effective Time as follows:

1. All options to purchase Old Common Stock granted pursuant to any of the Company Equity Incentive Plans outstanding immediately prior to the Reverse Split Effective Time are automatically adjusted such that (a) such options are exercisable for shares of New Common Stock, (b) the number of shares of Old Common Stock for which each such option was exercisable immediately prior to the Reverse Split Effective Time is automatically divided by two, and (c) the exercise price per share of Old Common Stock for which each such option was exercisable immediately prior to the Reverse Split Effective Time is automatically multiplied by two.

2. The number of shares reserved for issuance under each plan for which no shares of Old Common Stock, options to purchase Old Common Stock or other awards have been granted as of the Reverse Split Effective Time is automatically divided by two.

EXHIBIT 10.62

FIRST AMENDMENT TO CREDIT AND
SECURITY AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this "First
Amendment") is dated as of the _____ day of May, 2004 among BELDEN INC. (the
"Parent"), BELDEN TECHNOLOGIES, INC., BELDEN COMMUNICATIONS COMPANY and BELDEN
WIRE & CABLE COMPANY (collectively, the "Borrowers"), WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent (the "Agent"), and the Lenders party hereto (collectively, the "Required Lenders"):

WITNESSETH:

WHEREAS, the Borrowers, the Agent, the Required Lenders and the other Lenders party thereto executed and delivered that certain Credit and Security Agreement, dated as of October 9, 2003 (the "Credit Agreement");

WHEREAS, the Borrowers have requested and the Agent and the Required Lenders have agreed to certain amendments to the Credit Agreement relating to the entering into of (i) the Agreement and Plan of Merger, dated as of February 4,2004 by and among Cable Design Technologies Corporation, BC Merger Corp. and the Parent (the "Merger Agreement", with the merger contemplated thereunder being the "Merger") and (ii) the Asset Purchase Agreement dated as of March 18,2004, by and among Superior Essex Communications LLC, Belden Communications Company and Belden (Canada) Inc.(the "Asset Purchase Agreement", with the asset sale contemplated thereunder being the "Communications Sale");

NOW, THEREFORE, for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged by the parties hereto, the Parent, the Borrowers, the Agent and the Required Lenders hereby covenant and agree as follows:

1. Definitions. Unless otherwise specifically defined above, which definitions will be deemed incorporated into the Credit Agreement, each term used herein which is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement.

2. Amendment to Section 4.22 (Restrictions). Section 4.22 of the Credit Agreement is hereby amended by (i) adding to the end of the first sentence thereof the words ", except for the Asset Purchase Agreement and the Merger Agreement", and (ii) adding after the words "on SCHEDULE 4.22," in the second sentence thereof the words "and except for the Merger Agreement,".

3. Amendment to Section 4.24 (Business Conduct). Section 4.24 of the Credit Agreement is hereby amended by (i) adding to the beginning thereof the words "Except for the execution, delivery and performance of the Asset Purchase Agreement", and (ii) adding after the words "each Borrower's knowledge," in the sixth line thereof the words "except with respect to Belden Communications Company in connection with the Communications Sale,".

4. Amendment to Section 5.37 (Other Restrictive Agreements). Section 5.37 of the Credit Agreement is hereby amended by adding after the words "under SECTION 5.17," in the second line thereof the words "and except for the Asset Purchase Agreement and the Merger Agreement,".

5. Effect of First Amendment. Except as set forth expressly hereinabove, all terms of the Credit Agreement and the other Credit Documents shall be and remain in full force and effect, and shall constitute the legal, valid, binding and enforceable obligations of the Borrowers and the Guarantors, as applicable. Nothing contained in this First Amendment constitutes the Agent's or any of the Required Lenders' approval of or consent to the completion of the Merger or the Communications Sale.

6. Counterparts. This First Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts and transmitted by facsimile to the other parties, each of which when so executed and delivered by facsimile shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument.

7. Section References. Section titles and references used in this First Amendment shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto evidenced hereby.

8. No Default. To induce the Agent and the Required Lenders to enter into this First Amendment and to continue to make advances pursuant to the Credit Agreement, the Borrowers hereby acknowledge and agree that, as of the date hereof, after giving effect to this First Amendment, there exists no Default or Event of Default.

9. No Novation or Mutual Departure. The Borrowers expressly acknowledge and agree that there has not been, and this First Amendment does not constitute or establish, a novation with respect to the Credit Agreement or any of the Credit Documents, or a mutual departure from the strict terms, provisions and conditions thereof, other than the amendments set forth hereinabove.

10. Conditions Precedent. This First Amendment shall become effective only upon execution and delivery by facsimile to counsel for the Agent, Tracy S. Plott, Jones Day, facsimile no. 404-581-8330, of (i) a signature page to this First Amendment by the Borrowers, the Agent and the Required Lenders, and (ii) a signature page of the Consent and Reaffirmation of Guarantors at the end hereof by the Guarantors.

11. Further Assurances. The Borrowers agree to take such further actions as the Agent shall reasonably request in connection herewith to evidence the amendments herein contained.

12. Governing Law. This First Amendment shall be governed by and construed and interpreted in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, the Borrowers, the Agent and each of the Required Lenders has caused this First Amendment to be duly executed, under seal, by its duly authorized officer as of the day and year first above written.

BELDEN INC.

By: /s/ RICHARD K. REECE
    -----------------------------------------------------------
    Title: Vice President Finance, and Chief Financial Officer

BELDEN TECHNOLOGIES, INC.

By: /s/ RICHARD K. REECE
    -----------------------------------------------------------
    Title: Vice President

BELDEN COMMUNICATIONS COMPANY

By: /s/ RICHARD K. REECE
    -----------------------------------------------------------
    Title: Vice President

BELDEN WIRE & CABLE COMPANY

By: /s/ RICHARD K. REECE
    -----------------------------------------------------------
    Title: Vice President

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Agent and as a Lender

BY: /s/
    ---------------------------------
    Title: Director

U.S. BANK NATIONAL ASSOCIATION,
as Syndication Agent and as a Lender

By: /s/ CAROLYN M. ROONEY
    -----------------------------------
    Title:

COMERICA BANK,
as a Lender

By: /s/
    ------------------------------------
    Title: Commercial Banking Officer

THE NORTHERN TRUST COMPANY,
as a Lender

By: /s/ FREDRIC W. MCCLENDON
    --------------------------------------
    Title: Vice President

CONSENT AND REAFFIRMATION AFFIRMATION OF GUARANTORS

Each of the undersigned (i) acknowledges receipt of the foregoing First Amendment, (ii) consents to the execution and delivery of the First Amendment by the parties thereto and (iii) reaffirms all of its obligations and covenants under the Guaranty dated as of October 9,2003 executed by it, and agrees that none of such obligations and covenants shall be affected by the execution and delivery of the First Amendment. This First Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts and transmitted by facsimile to the other parties, each of which when so executed and delivered by facsimile shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument.

BELDEN HOLDINGS, INC.

By: /s/ RICHARD K. REECE
    ------------------------------
    Title: Vice President

BELDEN INTERNATIONAL. INC.

By: /s/ RICHARD K. REECE
    ------------------------------
    Title: Vice President

EXHIBIT 10.63

CONSENT UNDER AND SECOND AMENDMENT TO CREDIT AND
SECURITY AGREEMENT

THIS CONSENT UNDER AND SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this "Consent and Second Amendment") is dated as of the 26th day of May, 2004 among BELDEN INC. (the "Parent"), BELDEN TECHNOLOGIES, INC., BELDEN COMMUNICATIONS COMPANY and BELDEN WIRE & CABLE COMPANY (collectively with the Parent, the "Borrowers"), WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent (the "Agent"), and the Lenders party hereto (collectively, the "Lenders");

WITNESSETH:

WHEREAS, the Borrowers, the Agent and the Lenders executed and delivered that certain Credit and Security Agreement, dated as of October 9, 2003 (as amended by that certain First Amendment to Credit and Security Agreement dated May 10, 2004, the "Credit Agreement");

WHEREAS, the Borrowers have requested that the Agent and the Lenders consent to the merger of the Parent with a subsidiary of Cable Design Technologies Corporation ("CDT"), pursuant to the terms and conditions of the Agreement and Plan of Merger dated as of February 4, 2004 by and among CDT, BC Merger Corp. and the Parent, attached as Appendix 1 hereto (the "Merger Agreement", with the merger contemplated thereunder being the "Merger");

WHEREAS, the Borrowers have requested that the Agent and the Lenders consent to the sale of certain assets of the Parent's North American communications wire and cable business to Superior Essex Communications LLC ("Superior"), pursuant to the terms and conditions of the Asset Purchase Agreement dated as of March 18, 2004 by and among Superior, Belden Communications Company and Belden (Canada) Inc., attached as Appendix 2 hereto (the "Asset Purchase Agreement", with the asset sale contemplated thereunder being the "Communications Sale"); and

WHEREAS, the Merger, the Communications Sale, the Merger Agreement and the Asset Purchase Agreement require certain consents and amendments to provisions of the Credit Agreement, and the Agent and the Lenders have agreed to grant such consent and provide for such amendments, subject to the terms and conditions hereof;

NOW, THEREFORE, for and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged by the parties hereto, the Borrowers, the Agent and the Lenders hereby covenant and agree as follows:

1. Definitions. Unless otherwise specifically defined (or whose definition is amended) above or below, which definitions will be deemed incorporated into the Credit

Agreement, each capitalized term used herein which is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement.

2. Consent. Effective upon satisfaction of the conditions to effectiveness set forth in paragraph 20 hereof, the Agent and the Lenders approve and consent to the terms of each of the Merger and the Communications Sale and the execution, delivery and performance of the Merger Agreement and the Asset Purchase Agreement by the Borrowers that are parties thereto, and the Agent and the Lenders further acknowledge that the foregoing
(i) does not breach Section 5.05 (Consolidations and Mergers) or
Section 5.31 (Dispositions of Collateral) of the Credit Agreement, and
(ii) does not constitute a "Material Adverse Effect" as defined in the Credit Agreement.

3. Release of Liens. Effective simultaneously with the Communications Sale, the Agent and the Lenders release and discharge any and all Liens and security interests arising under Article 3 (Collateral) of the Credit Agreement, and any and all Liens and security interests otherwise granted to the Agent or the Lenders as security for any Obligations, with respect to the personal property and other assets of Belden Communications Company, including without limitation with respect to the assets of Belden Communications Company described in the first paragraph of Section 3.01 of the Credit Agreement and the categories of assets of Belden Communications Company listed in Section
3.O 1(a)-(p) of the Credit Agreement. The Agent shall execute, deliver and record, at or prior to the closing of the Communications Sale, all documents and instruments necessary to evidence or carry out such release, including without limitation UCC-3 termination statements.

4. Amendment to Certain Definitions. Effective simultaneously with the Communications Sale, notwithstanding anything in the Credit Agreement to the contrary, (i) the definition of "Collateral" in the Credit Agreement, and all the defined terms in the Credit Agreement that comprise part of the Collateral (including without limitation "Accounts", "General Intangibles", "Inventory", "Equipment", "Goods", "Investment Property", "Intellectual Property", "Patents", "Trademarks" and "Copyrights"), shall no longer include any personal property or other asset of Belden Communications Company of any nature, (ii) the definition of "Collateral Location" in the Credit Agreement shall no longer include any location of Belden Communications Company, and (iii) Belden Communications Company will be considered a "Guarantor" but not a "Borrower" under the Credit Agreement, in connection with which Belden Communications Company will sign a Guaranty substantially in the form of EXHIBIT S to the Credit Agreement.

5. Amendment to Section 2.15 (Lockbox: Collateral Reserve Accounts:
Control Agreements). Effective simultaneously with the Communications Sale but subject to paragraph 9 below, the first sentence of Section 2.15(a)(ii) of the Credit Agreement is amended and restated in its entirety as follows:

"(ii) If at any time the sum of (x) Excess Borrowing Availability and (y) Unrestricted Cash Balances is less than $25,000,000, the provisions of this clause (ii) shall become applicable and shall be maintained thereafter, regardless of subsequent changes in the sum of (x) Excess Borrowing Availability and (y) Unrestricted Cash Balances above $25,000,000."

Effective simultaneously with the Communications Sale but subject to paragraph 9 below, the second sentence of Section 2.15(a)(ii) of the Credit Agreement is amended by replacing the words "Promptly upon Excess Borrowing Availability becoming less than $25,000,000," at the beginning thereof with the words "Promptly upon the sum of (x) Excess Borrowing Availability and (y) Unrestricted Cash Balances becoming less than $25,000,000,".

6. Amendment to Section 4.10 (Ownership of Property; Liens). Effective simultaneously with the Communications Sale, Section 4.10 of the Credit Agreement is amended by adding to the beginning thereof the words "Except for Belden Communications Company,".

7. Amendment to Section 5.10 (Maintenance of Property). Effective simultaneously with the Communications Sale, Section 5.10 of the Credit Agreement is amended by adding to the beginning thereof the words "Except for Belden Communications Company,".

8. Amendment to Section 5.19 (Financial Covenants). Effective simultaneously with the Communications Sale but subject to paragraph 9 below, the first paragraph of Section 5.19 of the Credit Agreement is amended and restated in its entirety as follows:

"SECTION 5.19 Financial Covenants. The financial covenants set forth in this SECTION 5.19 shall be determined on a consolidated basis and tested monthly, commencing the first full Fiscal Month following the Closing Date, and shall be in effect and applicable at all times, except that the covenant set forth in subsection (a) of this SECTION 5.19 shall not be in effect or applicable during any period in which the sum of
(x) Excess Borrowing Availability and (y) Unrestricted Cash Balances is, or after giving effect to the making of a Loan or the issuance of any Letter of Credit would be, greater than or equal to $25,000,000, or on or after the Appraisal Approval Date, $30,000,000."

9. Certain Amendments No Longer Effective. If the Agent, the Lenders and the Borrowers shall not have executed an amendment to the Credit Agreement substantially according to the terms and conditions set forth on Appendix 3 hereto, together with any modifications thereto or other provisions that are agreed to by such parties in writing (the "Third Amendment"), within forty-five (45) days of the consummation of the Merger, with the parties agreeing in good faith to negotiate such Third Amendment, then the amendments to Sections 2.15(a)(ii) and 5.19 of the Credit Agreement contained in paragraphs 5 and 8 above shall be rescinded and the language contained in each such Sections of the Credit Agreement shall be as originally executed.

10. Amendment to Section 6.01 (Events of Default). Section 6.01(k) of the Credit Agreement is hereby amended by adding immediately before clause
(i) thereof the words "except for the transactions contemplated by the Merger Agreement," and by adding to the beginning of Section 6.01(m) of the Credit Agreement the words "except for the transactions contemplated by the Asset Purchase Agreement".

11. Amendment to Definition of "Special Foreign Guarantees". The definition of "Special Foreign Guarantees" in the Credit Agreement is hereby amended and restated in its entirety as follows:

"'Special Foreign Guarantees' shall mean Guarantees issued by Wachovia or an Affiliate thereof for the benefit of Foreign Subsidiaries of the Borrowers and Guarantors to cover (i) customs, excise and similar taxes in the United Kingdom, (ii) overdraft protection in connection with certain Canadian Deposit Accounts and (iii) other business purposes requested by the Borrowers and Guarantors for the benefit of Foreign Subsidiaries."

12. Representations and Warranties. The Borrowers hereby restate and renew each and every representation and warranty heretofore made by them in Article 4 of the Credit Agreement (as amended by this Consent and Second Amendment), as fully as if made on the date hereof (except where reference is made to a specific date). Each of the Borrowers represents and warrants to the Agent and the Lenders that the Merger and the documentation related thereto have not and will not trigger any acceleration, default, mandatory redemption, or put rights under the Senior Notes, the Senior Note Purchase Agreements, the CDT Debentures (other than, with respect to such debentures, the conversion of such debentures to equity), or, in any material respect, any of the other existing indebtedness of the Borrowers or the Guarantors or any of the other existing indebtedness of CDT in a manner that would be reasonably likely to result in a Material Adverse Effect, or result in the imposition of any Lien on any of their respective assets (or the assets of any of their respective subsidiaries) except in favor of the Agent and the Lenders. "CDT Debentures" shall mean the 4.00% Convertible Subordinated Debentures due July 15, 2023 of Cable Design Technologies Corporation.

13. Effect of Consent and Second Amendment. Except as set forth expressly hereinabove, all terms of the Credit Agreement and the other Credit Documents shall be and remain in full force and effect, and shall constitute the legal, valid, binding and enforceable obligations of the Borrowers and the Guarantors, as applicable. The consent set forth in
Section 2 hereof shall relate only to the Merger and the Communications Sale and to the execution, delivery and performance of the Merger Agreement and the Asset Purchase Agreement. Subject to the terms and provisions of this Consent and Second Amendment, the consent hereby granted by the Agent and the Lenders shall not (i) apply to any other past, present or future noncompliance with any provision of the Credit Agreement or any of the other Credit Documents, (ii) impair or otherwise adversely affect the Agent's or the Lenders' right at any time to exercise any right or remedy in connection with the Credit Agreement or any of the other Credit Documents, or (iii) amend, modify or otherwise alter any other provision of the Credit Agreement or any of the other Credit Documents, or constitute any course of dealing or other basis for amending, modifying or otherwise altering any other obligations of the Borrowers or any other Person under the Credit Agreement or any of the other Credit Documents.

14. Counterparts. This Consent and Second Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts and transmitted by facsimile to the other parties, each of which when so executed and delivered by facsimile

shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument.

15. Section References. Section titles and references used in this Consent and Second Amendment shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto evidenced hereby.

16. No Default. To induce the Agent and the Lenders to enter into this Consent and Second Amendment and to continue to make advances pursuant to the Credit Agreement, the Borrowers hereby acknowledge and agree that, as of the date hereof, there exists (i) no Default or Event of Default and (ii) no right of offset, defense, counterclaim, claim or objection in favor of the Borrowers arising out of or with respect to any of the Loans or other obligations of the Borrowers owed to the Agent or the Lenders under the Credit Agreement or the obligations of the Guarantors under the Guaranty.

17. No Novation or Mutual Departure. The Borrowers expressly acknowledge and agree that there has not been, and this Consent and Second Amendment does not constitute or establish, a novation with respect to the Credit Agreement or any of the Credit Documents, or a mutual departure from the strict terms, provisions and conditions thereof, other than the consent and amendments set forth hereinabove.

18. Further Assurances. The Borrowers agree to take such further actions as the Agent shall reasonably request in connection herewith to evidence the consent and amendments herein contained.

19. Governing Law. This Consent and Second Amendment shall be governed by and construed and interpreted in accordance with the laws of the State of New York.

20. Conditions Precedent. This Consent and Second Amendment shall become effective only upon (a) payment to the Agent, for the ratable benefit of all Lenders, in immediately available funds a fully-earned and nonrefundable amendment fee in an amount equal to .15% of the Aggregate Commitments, which the Lenders agree is the fee payable with respect to (collectively) the First Amendment to Credit and Security Agreement dated as of May 10, 2004, this Consent and Second Amendment and the Third Amendment to be executed, (b) the receipt by the Agent of a Borrowing Base Certificate as of the end of the Borrowers' accounting month of April reflecting (on a pro forma basis) the completion of the Communications Sale (even though such completion is not anticipated to occur until after such time) and indicating that Working Capital Obligations do not exceed the aggregate amount of the Borrowing Base, and (c) execution and delivery by facsimile to counsel for the Agent, Tracy S. Plott, Jones Day, facsimile no. 404-581-8330, of (i) a signature page to this Consent and Second Amendment by the Borrowers, the Agent and the Lenders, and (ii} a signature page of the Consent and Reaffirmation of Guarantors at the end hereof by the Guarantors.

IN WITNESS WHEREOF, the Borrowers, the Agent and each of the Lenders has caused this Consent and Second Amendment to be duly executed, under seal, by its duly authorized officer as of the day and year first above written.

BELDEN INC.

By: /s/ RICHARD K. REECE
    ----------------------------------------
    Title: Vice President, Finance and CFO

BELDEN TECHNOLOGIES, INC.

By: /s/ RICHARD K. REECE
    ----------------------------------------
    Title: Vice President

BELDEN COMMUNICATIONS COMPANY

By: /s/ RICHARD K. REECE
    ----------------------------------------
    Title: Vice President

BELDEN WIRE & CABLE COMPANY

By: /s/ RICHARD K. REECE
    ----------------------------------------
    Title: Vice President

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Agent and as a Lender

By: /s/
    ----------------------------------------
    Title: Director

U.S. BANK NATIONAL ASSOCIATION,
as Syndication Agent and as a Lender

BY: /s/ CAROLYN M. ROONEY
    ---------------------------------
    Title: Vice President

COMERICA BANK,
as a Lender

By: /s/
    ---------------------------
    Title: CBO

THE NORTHERN TRUST COMPANY,
as a Lender

By: /s/ FREDERIC W. MCCLENDON
    ---------------------------
    Title: Vice President

ING BANK N.V,
as a Lender

By: /s/ MR. L. F. L. M. OP DE COUL
    ------------------------------------------------------
    Title: Lead Cashmanagement



By: /s/ MR. P. A. Y. VAN VUCCREN
    ------------------------------------------------------
    Title: Director Department Companies and Institutions

FIFTH THIRD BANK, INDIANA,
as a Lender

By: /s/
    ----------------------------
    Title:

CONSENT AND REAFFIRMATION OF GUARANTORS

Each of the undersigned (i) acknowledges receipt of the foregoing Consent and Second Amendment, (ii) consents to the execution and delivery of the Consent and Second Amendment by the parties thereto add (iii) reaffirms all of its obligations and covenants under the Guaranty dated as of October 9,2003 executed by it, and agrees that none of such obIigations and cavenants shall be affected by the execution and delivery of the Consent and Second Amendment. This Consent and Reaffirmation may be executed in any number of counterparts and by different parties hereto in separate counterparts and transmitted by facsimile to the other parties, each of which when so executed and delivered by facsimile shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument.

BELDEN HOLDINGS, INC.

By: /s/ RICHARD K. REECE
    ----------------------------
    Title: Vice President

BELDEN INTERNATIONAL, INC.

By: /s/ RICHARD K. REECE
    ----------------------------
    Title: Vice President

APPENDIX 1

[AGREEMENT AND PLAN OF MERGER TO BE ATTACHED]

APPENDIX 2

[ASSET PURCHASE AGREEMENT TO BE ATTACHED]

APPENDIX 3

THIRD AMENDMENT TERMS AND CONDITIONS

1. The following definitions will be revised or added:

a. "Parent" will be revised to mean Belden CDT Inc., and its successors and permitted assigns.

b. "Borrowers" will be revised to mean, individually and collectively, as the context requires, each of the following Persons, each of them being jointly and severally obligated as Borrowers under the Credit Agreement: (a) Belden CDT Inc., Belden Inc., Belden Technologies, Inc., Belden Wire & Cable Company and Cable Design Technologies Inc.; and (b) in the case of each Borrower, its successors and its permitted assigns.

c. "Consolidated Fixed Charges" and "Fixed Charge Coverage Ratio" will be revised to indicate that the calculations involved during the 12 Fiscal Month period after the Merger shall be determined, for any date of calculation during such period, using the first Fiscal Month after the Merger through and including the Fiscal Month prior to the date of calculation; at the end of the 12 Fiscal Month period after the Merger, such calculations shall be as provided in the existing Credit Agreement.

d. A new definition of "CDT Group" will be inserted which will include the Parent (i.e. Belden CDT Inc.) and all of the U.S. subsidiaries of the Parent other than Belden Inc. and its U.S. subsidiaries.

e. A new definition of the "CDT Debentures" will be inserted.

2. Each member of the CDT Group, other than the Parent and Cable Design Technologies Inc. (which will Borrowers), will execute and deliver a Subsidiary Guaranty and Joinder Agreement in the form of Exhibit T, thereby becoming "Guarantors" under the Credit Agreement.

3. The following sections of the Credit Agreement will be revised as noted:

a. Section 5.16 Restricted Payments and Investments and Acquisitions will be revised so that the dividend restriction will be increased to $12,000,000 annually.

b. Section 5.20 Permitted Debt - The CDT Debentures will be added as permitted debt.

c. Section 5.29 Appraisals; Field Examinations. Field examinations in accordance with Section 5.29 of the Credit Agreement will be required on an annual basis.

However, the frequency of such examinations in the future shall be modified in the Agent's commercially reasonable judgment.

4. Notwithstanding anything in the Credit Agreement to the contrary, for purposes of Article 4, Article 5 and Section 6.01 of the Credit Agreement only, the definition of "Collateral" in the Credit Agreement, and all defined terms in the Credit Agreement that comprise part of the Collateral (including without limitation "Accounts", "General Intangibles", "Inventory", "Equipment", "Goods", "Investment Property", "Intellectual Property", "Patents", "Trademarks" and "Copyrights"), shall not include any personal property or other asset of any nature of any CDT Group entity; and the definition of "Collateral Location" in the Credit Agreement shall not include any location of any CDT Group entity. Further, the covenant in Section 5.17 (Permitted Liens) of the Credit Agreement shall additionally exclude any Lien on any assets of any CDT Group entity existing at the time of the Merger and not created in contemplation of the Merger. However, no personal property or other asset of any CDT Group entity will be included in the Borrowing Base except as provided in paragraph 5 below.

5. After the signing of the Third Amendment, the Borrowers may elect to include personal property and other assets of specified CDT Group entities (or specified operating divisions of such entities) into the Borrowing Base in accordance with the terms of the Credit Agreement, in which event (i) such personal property and other assets will become subject to the provisions of the Credit Agreement from which they had been excluded under the first sentence of paragraph 4 above, (ii) supplemental disclosures under Articles 4 and 5 of the Credit Agreement (whether or not the wording thereof permits such supplemental disclosures) will be mutually negotiated in good faith by the parties, and (iii) subject to the Credit Agreement, such personal property and other assets will be subject to the reasonably satisfactory completion of necessary field exams and any other investigations deemed necessary in the Agent's reasonable credit judgment.

6. With respect to the CDT Group and as necessary or appropriate due to including the CDT Group in the Credit Agreement as provided by paragraphs 1 and 2 above: (i) supplemental disclosures under Articles 4 and 5 of the Credit Agreement (whether or not the wording thereof permits such supplemental disclosures) will be mutually negotiated in good faith by the parties, and (ii) other appropriate changes to the terms and conditions of Article 1, Article 4, Article 5 and Section 6.01 of the Credit Agreement will be mutually negotiated in good faith by the parties.

Exhibit 31.1

CERTIFICATE PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, C. Baker Cunningham, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Belden CDT Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which the statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

c) disclosed in this report any change in the registrant’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or personal performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 15, 2004


		/s/ C. Baker Cunningham

		C. Baker Cunningham
		President and Chief Executive Officer

Exhibit 31.2

CERTIFICATE PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Richard K. Reece, certify that:

November 15, 2004


		/s/ Richard K. Reece

		Richard K. Reece
		Vice President, Finance and Chief Financial Officer

Exhibit 32.1

CERTIFICATE PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Belden CDT Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, C. Baker Cunningham, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ C. Baker Cunningham

C. Baker Cunningham
President and Chief Executive Officer
November 15, 2004

Exhibit 32.2

CERTIFICATE PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Belden CDT Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard K. Reece, Vice President, Finance and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

/s/ Richard K. Reece

Richard K. Reece
Vice President, Finance and
Chief Financial Officer
November 15, 2004

⁽¹⁾ Net of tax benefit of $1,489, $1,547, $5,606 and $4,249, respectively

⁽²⁾ Net of tax expense/(benefit) of $(860), $0, $839 and $0, respectively

•		Improvement in general economic conditions within North America and Asia;

•		Increased unit purchasing of products with networking/communications applications by a large telecommunications customer in the United Kingdom;

•		Increased project activity requiring products with industrial, networking/communications and video/sound/security applications; and

•		Increased distributor restocking activity in Asia for products with networking/communications applications and in North America for products with industrial applications.

•		The Company’s decision to cease during the second quarter of 2003 the production of certain products with industrial applications in Europe and production of certain products with networking/communications applications in Australia; and

•		Reduced project activity, increased competition from other importers, and pricing pressures in Australia and Asia on certain products with networking/communications applications;

•		The Company did not change any of its existing critical accounting policies but has adopted a new critical accounting policy regarding purchase accounting for the Merger:

		Fair value of assets acquired and liabilities assumed in the Merger The Merger was accounted for using the purchase method of accounting. The purchase method requires management to make significant estimates. First, management must estimate the cost of the acquired entity based on the fair value of the consideration paid or the fair value of the net assets acquired, whichever is more clearly evident. This cost must then be allocated to the assets acquired and liabilities assumed based on their estimated fair values at the Merger consummation date. In addition, management must identify and estimate the fair values of intangible assets that should be recognized as assets apart from goodwill. Management utilized third party appraisals to assist in estimating the fair value of tangible property, plant and equipment and intangible assets acquired;

	1.		I have reviewed this quarterly report on Form 10-Q of Belden CDT Inc.;

	2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which the statements were made, not misleading with respect to the period covered by this report;

	3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

	4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

	a)		designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)		evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

	c)		disclosed in this report any change in the registrant’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

	a)		all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)		any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

(1)		The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)		The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.