<PAGE> 


                            TRUST AGREEMENT


This Agreement is made this 3rd day of June 1996 by and between Belden Wire
& Cable Company ("Company") and Boatmen'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  T h e  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
          b e    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
          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.



                                               <PAGE>
 

<PAGE>

     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.

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.

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.






                                                       -2-<PAGE>
<PAGE>


     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
                    C o mpany  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.    U n less  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 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.



                                                       -3-<PAGE>
<PAGE>


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
     f u t u re)  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.

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.

     T h e  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
     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.
















                                                       -4-<PAGE>
<PAGE>


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  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 the Plans
          or  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. 

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.




                                                       -5-<PAGE>
<PAGE>


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.

     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.


                                                       -6-<PAGE>
<PAGE>

     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
          P l an  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
          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  Delaware.

















                                                       -7-<PAGE>
<PAGE>


     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)
          t h e    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 June 3, 1996.


COMPANY:

BELDEN WIRE & CABLE COMPANY


By:______________________________
Name:____________________________
Title:_____________________________


TRUSTEE:

By:______________________________
Name:____________________________
Title:_____________________________















                                                       -8-<PAGE>
<PAGE>

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













































                                                       -9-<PAGE>