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                                                                    EXHIBIT 10.4


                               RETENTION AGREEMENT


         Agreement, dated as of [ ], 2004, between George Graeber ("Mr.
Graeber") and Cable Design Technologies Corporation ("CDT Corp," or the
"Company") and Cable Design Technologies Inc. (collectively, with CDT
Corp."CDT").

         WHEREAS, CDT Corp. and Belden Inc. ("Belden") are parties to a merger
agreement whereby a subsidiary of CDT Corp. will merge with and into Belden (the
"Merger");

         WHEREAS, following the completion of the Merger, CDT Corp. will change
its name to "Belden CDT Inc." ("Belden CDT");

         WHEREAS, following the completion of the Merger, Mr. Graeber will no
longer serve as Chief Operating Officer or President of CDT Corp;

         WHEREAS, the Board of CDT Corp. has determined that Mr. Graeber's
services for a transition period following completion of the Merger are
important to the success of Belden CDT; and

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

     1. TRANSITION SERVICES. Prior to the Merger, Mr. Graeber will continue to
serve as the Chief Operating Officer and President of CDT Corp. For a period of
6 months following the completion of the Merger (the "Continued Employment
Period"), Mr. Graeber will serve as Integration Officer of Belden CDT and will
report directly to the Chief Executive Officer of Belden CDT. During the
Continued Employment Period, Mr. Graeber will provide the following services:

         o        Assist in the development of a plan to integrate businesses,
                  facilities and personnel following completion of the Merger;

         o        Assist in the identification of cost savings, including plant
                  and personnel reductions, and the development of an
                  implementation plan for such savings;

         o        Assist in the implementation and monitoring of the integration
                  and cost savings plans; and

         o        Such other services as Mr. Graeber and the Chief Executive
                  Officer of Belden CDT agree upon.

In his role as Integration Officer, on a regular basis, Mr. Graeber will update
the Chief Executive Officer of Belden CDT regarding his activities under this
Agreement. Mr. Graeber's services shall be rendered from the Boston,
Massachusetts area, but will also include reasonable travel to Belden CDT's
headquarters and facility locations as deemed appropriate by Mr. Graeber and the
Chief Executive Officer of Belden CDT.

Mr. Graeber shall be entitled to reimbursement for travel and other business
expenses in accordance with Belden CDT's policies applicable to executives.

     2. PAYMENT. During the Continued Employment Period, Mr. Graeber shall
receive salary at an annual rate of $625,000, payable in accordance with Belden
CDT's normal payroll schedule and subject to required withholding and other
normal deductions. During such period, Mr. Graeber shall not participate in any
bonus plan of Belden CDT (or its affiliates), but would be entitled to
participate in the following employee benefit plans or programs: medical,
dental, life insurance, auto lease program (auto, normal maintenance and gas)
and the CDT (West Penn) 401(k) plan. However, Mr. Graeber may be eligible to
receive any special bonus for which the Board of Directors of Belden CDT, in its
sole discretion, deems advisable.

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     3. POST CONTINUED EMPLOYMENT PERIOD. Immediately following the Continued
Employment Period, unless such period is extended in writing by mutual agreement
of Mr. Graeber and Belden CDT, Mr. Graeber's employment with Belden CDT (or any
of its affiliates) shall terminate. Upon such termination, Mr. Graeber shall be
deemed to have "retired" for purposes of any stock options held by Mr. Graeber,
and such treatment shall not affect his eligibility for benefits to be received
under the CoC Agreement (defined below) arising out of the occurrence of the
Merger, which shall constitute a "change in control" as such term is used in the
CofC Agreement.

     4. CHANGE OF CONTROL AGREEMENT. Promptly following the consummation of the
Merger, Mr. Graeber shall be entitled to receive the cash payments and benefits
under his Change of Control Agreement, dated as of October 6, 2003 (the "CoC
Agreement") to which he is entitled assuming arising out of the occurrence of
the Merger. The non-cash benefits contemplated under the CoC Agreement
(including, without limitation, health, dental, vision and life coverage) to
which he is entitled arising out of the occurrence of the Merger shall begin
immediately following the end of the Continued Employment Period.

     5. RESERVED.

     6. NON-COMPETE AGREEMENT. Following the Continued Employment Period, Mr.
Graeber's covenant not to compete set out in Paragraph 10 of his CoC Agreement
will begin and continue for its two-year term.

     7. SEVERABILITY. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.

     8. COMPLETE AGREEMENT. This Agreement embodies the complete agreement and
understanding among the parties and supersedes and preempts any prior
understandings, agreements or representations by or among the parties, written
or oral, which may have related to the subject matter hereof in any way.

     9. REVIEW OF AGREEMENT. Mr. Graeber acknowledges that he has had adequate
time to review this Agreement and has been advised to obtain independent tax and
legal advise regarding the terms of this Agreement, and is not relying on any
representations, explanations or other information provided by the Company, its
officers or employees or legal or accounting advisors.

     10. DUE AUTHORIZATION. The execution, delivery and performance by the
Company of this Agreement have been duly authorized by all requisite corporate
action, and the consent of Belden and any other third party required in
connection with this Agreement have been obtained. 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.

     11. COUNTERPARTS. 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.

                              * * * * * * * * * * *


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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.

CABLE DESIGN TECHNOLOGIES CORP.
CABLE DESIGN TECHNOLOGIES INC.


By:
   -----------------------------------------------    --------------------------
Name:  Charles B. Fromm                               George Graeber
Title: Vice President & General Counsel
       (at the direction of the Board of Directors
       and Compensation Committee)





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