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                         TRUST AGREEMENT

This Agreement is made as of the 1st day of January 1998 by and between
Belden Wire & Cable Company ("Company") and Banker's Trust Company
("Trustee").


Introduction

The Company has adopted the nonqualified deferred compensation plans
("Plans") listed in Appendix A and has incurred or expects to incur
liabilities under the Plans to those individuals participating in them.

The Company wishes to establish a trust ("Trust") and to contribute to the
Trust assets which shall be held in trust, subject to the claims of the
Company's creditors in the event of the Company's Insolvency (as defined
below), until paid to Plan participants and their beneficiaries in the
manner and at the times specified in the Plans.

The parties intend that this Trust shall constitute an unfunded arrangement
and shall not affect the status of the Plans as unfunded plans maintained
to provide 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.

The Company intends to make contributions to the Trust to provide itself
with a source of funds to help it meet its liabilities under the Plans.

NOW, the parties do establish the Trust in accordance with the following.


1.   Establishment of Trust

     1.1  The Company deposits with the Trustee in trust $500, the    
          principal of the Trust, to be held, administered and disposed of
          by the Trustee as provided in this Agreement.

     1.2  The Trust is revocable by the Company; it shall become      
          irrevocable upon a Change of Control (as defined in Section 13.4
          below).

     1.3  The Trust is intended to be a grantor trust.  The 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.

     1.4  The principal of  the Trust, and any earnings thereon, shall be
          held separate and apart from other funds of the Company and shall
          be used exclusively for the uses and purposes of Plan
          participants and general creditors as noted below.  Plan
          participants and their beneficiaries shall have no preferred
          claim on, or any beneficial ownership interest in, any assets of
          the Trust.  Any rights created under the Plans and this Agreement
          shall be mere unsecured contractual rights of Plan participants 

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          and their beneficiaries against the  Company.  Any assets held by
          the Trust will be subject to the claims of the Company's general
          creditors under federal and state law in the event of Insolvency,
          as defined in Section 3.1 below.

     1.5  Within thirty days following a Change of Control (as defined
          below), the Company shall 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 Plans 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 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.


2.   Payments to Plan Participants and Their Beneficiaries.

     2.1  As and when payable pursuant to the Plans, the Company shall
          promptly furnish to the Trustee a schedule ("Payment Schedule")
          that shows (i) the amounts payable to each Plan participant (and
          his or her beneficiaries), (ii) a formula or other instructions
          acceptable to the Trustee for determining the amounts so payable,
          (iii) the form in which such amounts are to be paid (as provided
          for or available under the Plans), and (iv) the time of
          commencement for payment of such amounts.  Except as otherwise
          provided in this Agreement, the Trustee shall make payments to
          the Plan participants and their beneficiaries in accordance with
          such Payment Schedule.  The Trustee shall make provisions for the
          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 Plans and shall pay amounts withheld
          to the appropriate taxing authorities or determine that such
          amounts have been reported, withheld and paid by the Company.

     2.2  The entitlement of a Plan participant or his or her beneficiaries
          to benefits under the Plans shall be determined by the Company or
          such party as it shall designate under the Plans, and any claim
          for such benefits shall be considered and reviewed under the
          procedures set out in the Plans.

     2.3  The Company may pay benefits directly to Plan participants or
          their beneficiaries as they become due under the terms of the
          Plans.  The Company shall notify the Trustee of its decision to
          pay benefits directly prior to the time amounts are payable to
          participants or their beneficiaries.  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 Plans, the Company shall make the balance of each
          such payment as it falls due.  The Trustee shall notify the
          Company when principal and earnings are not sufficient. 

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3.   Trustee's Responsibilities to Trust Beneficiary When Company is
     Insolvent.

     3.1  The Trustee shall stop paying benefits to Plan participants and
          their beneficiaries if the Company is Insolvent.  The Company
          shall be considered "Insolvent" for purposes of this Agreement if
          (i) the Company is unable to pay its debts as they become due, or
          (ii) the  Company is subject to a pending proceeding as a debtor
          under the United States Bankruptcy Code.

     3.2  At all times during the continuance of this Trust, as provided in
          Section 1.4 above, the principal and income of the Trust shall be
          subject to claims of general creditors of the Company under
          federal and state law as set forth below:

          3.2.1     The Board of Directors and the Chief Executive Officer
                    of the Company shall have the duty to inform the
                    Trustee in writing of their view that the Company is
                    Insolvent.  If the Board of Directors of the Company,
                    the Chief Executive Officer or other employee of the
                    Company, or a person claiming to be a creditor of the
                    Company, alleges in writing to the Trustee that the
                    Company has become Insolvent, the Trustee shall
                    determine whether the Company is Insolvent and, pending
                    such determination, the Trustee shall discontinue
                    payment of benefits to Plan participants or their
                    beneficiaries.

          3.2.2.    Unless the Trustee has actual knowledge of the    
                    Company's Insolvency, or has received notice from the 
                    Company or a person claiming to be a creditor alleging
                    that the Company is Insolvent, the Trustee shall have 
                    no duty to inquire whether the Company is Insolvent.  
                    The Trustee may in all events rely on such evidence 
                    concerning the Company's solvency as may be furnished 
                    to the Trustee and that provides the Trustee with a 
                    reasonable basis for making a determination concerning
                    the Company's solvency.

          3.2.3     If, at any time, the Trustee has determined that the 
                    Company is Insolvent, the Trustee shall discontinue 
                    payments to Plan participants or their beneficiaries 
                    and shall hold the assets of the Trust for the benefit
                    of the 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 the Company with 
                    respect to benefits due under the Plans or otherwise.

          3.2.4     The Trustee shall resume the payment of benefits to 
                    Plan participants or their beneficiaries in accordance
                    with Section 2 of this Agreement only after the Trustee
                    has determined that the Company is not Insolvent (or is
                    no longer Insolvent).

     3.3  Provided that there are sufficient assets, if the
          Trustee discontinues the payment of benefits from the Trust 

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          pursuant to Section 3.2 above 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 Plans
          for the period of such discontinuance, less the aggregate amount
          of any payments made to Plan participants or their beneficiaries
          by the Company in lieu of the payments provided for under this
          Agreement during any such period of discontinuance.


4.   Payments to Company.

     Except as provided in Section 3 above, after the Trust has become
     irrevocable, the Company shall have no right or power to direct the
     Trustee to return to the Company or to divert to others any of the
     Trust assets before all payments of accrued benefits (present and
     future) have been made to all Plan participants and their
     beneficiaries pursuant to the terms of the Plans.

5.   Investment Authority

     In no event may the Trustee invest in securities (including stock or
     rights to acquire stock) or obligations issued by the Company, other
     than a de minimis amount held in common investment vehicles in which
     the Trustee invests.  All rights associated with assets of the Trust
     shall be exercised by the Trustee or the person designated by the
     Trustee, and shall in no event be exercisable by or rest with Plan
     participants.

     Without in any way limiting the powers and discretions conferred upon
     it by the other provision of this Agreement or by law, the Trustee is
     expressly authorized and empowered:

     (a)  to purchase, sell, exchange, convey, transfer or otherwise
     acquire or dispose of any property held by it, by private contract or
     at public auction, and no person dealing with the Trustee shall be
     bound to see to the application of the purchase money or to inquire
     into the validity, expediency or propriety of any such purchase or
     sale or other acquisition or disposition;
     
     (b)  to enter into contracts or to make commitments either alone or in
     company with others to sell at any future date any property held in
     the Trust or to purchase any property which it may be authorized to
     acquire under this Agreement;
     
     (c)  to vote upon any stocks, bonds or other securities, to give
     general or special proxies or powers of attorney with or without power
     of substitution; to exercise any conversion privileges, subscription
     rights or other options and to make any payments incidental thereto;
     to consent to or otherwise participate in corporate reorganizations or
     other changes affecting corporate securities and to delegate
     discretionary powers and to pay any assessments or charges in
     connection therewith; and generally to exercise any of the powers of
     an owner with respect to stocks, bonds, securities, or other property
     held in the Trust; 

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     (d)  to make, execute, acknowledge and deliver any and all documents
     of transfer and conveyance and any and all other instruments that may
     be necessary or appropriate to carry out the power herein granted;
     
     (e)  to register any investment held in the Trust in its own name or
     in the name of a nominee and to hold any investment in bearer form, or
     to deposit or to arrange for the deposit of such securities in a
     qualified central depository even though, when so deposited such
     securities may be merged and held in bulk in the name of the nominee
     of such depository with other securities deposited therein by any
     other person, or to deposit or to arrange for the deposit of any
     securities issued by the United States Government, or any agency or
     instrumentality thereof, with a federal reserve bank, but the books
     and records of the Trustee shall at all times show that all such
     investments are part of the Trust;
     

     (f)  to employ suitable agents, depositories and counsel, domestic or
     foreign, and to charge their reasonable expenses and compensation
     against the Trust;

     (g)  to compromise or otherwise adjust all claims in favor of or
     against the Trust, except that it will not exercise this power without
     the consent of the Company if the claim solely affects an
     interpretation of a participant's or his beneficiary's rights under
     the Plan;
     
     (h)  to maintain cash balances to meet anticipated distributions from,
     or administrative expenses of, the Trust without incurring any
     obligation to pay interest thereon; and

     (i)  to transfer assets to any registered investment company for which
     the Trustee or any affiliate of the Trustee provides, for
     compensation, custodial, advisory or other services.


6.   Disposition of Income.

     During the term of this Trust, all of the income received by the
     Trust, net of expenses and taxes, shall be accumulated and reinvested.


7.   Accounting by Trustee.

     The Trustee shall keep accurate and detailed records of all
     investments, receipts, disbursements, and all other transactions
     required to be made, including such specific records as shall be
     agreed upon in writing between the Company and the Trustee.  Within 30
     days following the close of each calendar year and within 30 days
     after the removal or resignation of the Trustee, the Trustee shall
     deliver to the Company a written account of its administration of the
     Trust during such year or during the period from the close of the last
     preceding year to the date of such removal or resignation, setting
     forth all investments, receipts, disbursements and other transactions
     effected by it, including a description of all securities and 

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     investments purchased and sold with the cost or net proceeds of such
     purchases or sales (accrued interest paid or receivable being shown
     separately), and showing all cash, securities and other property held
     in the Trust at the end of such year or as of the date of such removal
     or resignation, as the case may be.


8.   Responsibility of Trustee.

     8.1  The 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.  However, the Trustee shall be held harmless by
          the Company and shall not incur any liability to any person for
          any action taken pursuant to a direction, request or approval
          given by the Company which is contemplated by, and in conformity
          with, the terms of this Trust and is given in writing by the
          Company.  In the event of a dispute between the Company and a
          party, the Trustee may apply to a court of competent jurisdiction
          to resolve the dispute.

     8.2  If the Trustee undertakes or defends any litigation arising in
          connection with this Trust, the Company agrees to indemnify the
          Trustee against the Trustee's costs, expenses and liabilities
          (including, without limitation, attorneys' fees and expenses)
          relating thereto and to be primarily liable for such payments. 
          If the Company does not pay such costs, expenses and liabilities
          in a reasonably timely manner, the Trustee may obtain payment
          from the Trust.

     8.3  The Trustee may consult with legal counsel (who may also be
          counsel for the Company generally) with respect to any of its
          duties or obligations under this Agreement.

     8.4  The Trustee may hire agents, accountants, actuaries, investment
          advisors, financial consultants or other professionals to assist
          it in performing any of its duties or obligations under this
          Agreement.

     8.5  The Trustee shall have, without exclusion, all powers conferred
          in Trustees by applicable law, unless this Agreement expressly
          provides otherwise.  However, if an insurance policy is held as
          an asset of the Trust, the Trustee shall have no power to name a
          beneficiary of the policy 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.

     8.6  Notwithstanding any powers granted to the Trustee pursuant to
          this Agreement or to applicable law, the Trustee shall not have
          any power that could give this Trust the objective of carrying on
          a business and dividing the gains therefrom, within the meaning
          of Section 301.7701-2 of the Procedure and Administrative 
          Regulations promulgated pursuant to the Internal Revenue Code. 

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9.   Compensation and Expenses of Trustee.

     The Company shall pay all administrative and Trustee's fees and
     expenses.  If not so paid, the fees and expenses shall be paid from
     the Trust.


10.  Resignation and Removal of Trustee.

     10.1 The Trustee may resign at any time by written notice to the
          Company, which shall be effective 30 days after receipt of such
          notice unless the Company and Trustee agree otherwise.

     10.2 The Trustee may be removed by the Company on 7 days' notice or
          upon shorter notice accepted by the Trustee.

     10.3 Upon a Change of Control, the Trustee may not be removed by the 
          Company for four years.

     10.4 If the Trustee resigns within four years following a Change of
          Control, the Trustee shall select a successor Trustee in
          accordance with the provisions of Section 11.2 below prior to the
          effective date of Trustee's resignation or removal.

     10.5 Upon resignation or removal of the 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 the Company extends the time limit.

     10.6 If the Trustee resigns or is removed, a successor shall be
          appointed, in accordance with Section 11 below, by the effective
          date of resignation or removal under paragraphs 10.1 or 10.2 of
          this section.  If no such appointment has been made, the Trustee
          may apply to a court of competent jurisdiction for appointment of
          a successor or for instructions.  All expenses of the Trustee in
          connection with the proceeding shall be allowed as administrative
          expenses of the Trust.


11.  Appointment of Successor.

     11.1 If the Trustee resigns or is removed in accordance with Sections
          10.1 or 10.2 above, the  Company may appoint any third party
          which is a bank trust department or other entity that may be
          granted corporate trustee powers under state law, as a successor
          to replace the 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 the Company or the successor Trustee to  
          evidence the transfer.

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     11.2 If the Trustee resigns pursuant to the provisions of Section 10.4
          above and selects a successor Trustee, Trustee may appoint any
          third party which is a bank trust department or other entity that
          may be granted corporate trustee powers under state law.  The
          appointment of a successor Trustee shall be effective when
          accepted in writing by the new Trustee.  The new Trustee shall
          have all the rights and powers of the former Trustee, including
          ownership rights in Trust assets.  The former Trustee shall
          execute any instrument necessary or reasonably requested by the
          successor Trustee to evidence the transfer.  Upon the appointment
          and acceptance by, and transfer of assets to, a successor
          Trustee, the Trustee shall have no further responsibilities under
          this Trust Agreement.

     11.3 The successor Trustee need not examine the records and acts of
          any prior Trustee and may retain or dispose of existing Trust
          assets, subject to Sections 7 and 8 above.  The successor Trustee
          shall not be responsible for and the Company shall indemnify and
          defend the successor Trustee from any claim or liability
          resulting from any action or inaction of any prior Trustee or
          from any other past event, or any condition existing at the time
          it becomes successor Trustee.


12.  Amendment or Termination.

     12.1 The Agreement may be amended by a written instrument executed by
          the Trustee and the Company.  However, no such amendment shall
          conflict with  the Plans or shall make the Trust revocable after
          it has become irrevocable in accordance with Section 1.2 above.

     12.2 The Trust shall not terminate until the date on which Plan
          participants and their beneficiaries are no longer entitled to
          any accrued benefits (present or future) pursuant to the Plans,
          unless sooner revoked in accordance with Section 1.2 above.  Upon
          termination of the Trust, any assets remaining in the Trust shall
          be returned to Company.

     12.3 Following a Change of Control, no provision of Sections 1, 2, 3,
          4, 5, 6, 10 or 12 of this Agreement may be amended unless all
          Plan participants (and their beneficiaries as applicable)
          unanimously agree in writing to any such amendment.


13.  Miscellaneous.

     13.1 Any provision of this Agreement prohibited by law shall be
          ineffective to the extent of any such prohibition, without
          invalidating the remaining provisions of this Agreement.

     13.2 Benefits payable to Plan participants and their beneficiaries
          under this Agreement may not be anticipated, assigned (either at 

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          law or in equity), alienated, pledged, encumbered or subjected to
          attachment, garnishment, levy, execution or other legal or
          equitable process.

     13.3 This Agreement shall be governed by and construed in accordance
          with the laws of New York.

     13.4 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 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 30 percent or more of either the 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 Company
          immediately prior to such reorganization, merger or consolidation
          do not, immediately thereafter, own more than 50 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
          Company's assets.

14.  Effective Date.

     The effective date of this Trust Agreement shall be January 1, 1998.



BELDEN WIRE & CABLE COMPANY


By:       /s/ Stephen H. Johnson

Name:     Stephen H. Johnson  

Title:    Assistant Treasurer


BANKER'S TRUST COMPANY

By:       /s/ Allen R. Murray

Name:     Allen R. Murray

Title:    Vice President 

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                                     Appendix A
                                        to the    
                                   Trust Agreement
                                       between 
                              Belden Wire & Cable Company
                                         and
                                Banker's Trust Company




Schedule of Plans

Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan
Belden Wire & Cable Company Supplemental Excess Defined Contribution Plan
Belden Wire & Cable Company Management Incentive Deferral Plan 

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