<PAGE>
                                                                    Exhibit 10.1

                                 BELDEN CDT INC.

                             RETIREMENT SAVINGS PLAN

                       Restated Effective January 1, 2005

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                                                                               .
                                                                               .

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
Preamble                                                                      1

Article I     Definitions                                                     3

Article II    Beneficiary Designation                                        13

Article III   Eligibility and Participation Requirements

              Section 1 Eligibility                                          14
              Section 2 Participation                                        15
              Section 3 Transfers of Employment                              15
              Section 4 Leaves of Absence                                    15
              Section 5 Suspended Participation                              15
              Section 6 Eligibility after Reemployment                       16

Article IV    Employee Contributions

              Section 1 Employee Pre-Tax Contributions                       17
              Section 2 Employee After-Tax Contributions                     17
              Section 3 Transmittal to Trustee                               17

Article V     Salary Reduction Agreement

              Section 1 Agreement to Contribute                              18
              Section 2 Amount of Elective Deferrals                         18
              Section 3 Change or Discontinuance of Elective Deferrals       18

Article VI    Limitations on Elective Deferrals

              Section 1 Maximum Amount of Elective Deferrals                 20
              Section 2 Distribution of Excess Elective Deferrals            20
              Section 3 Nondiscrimination Test under 401(k)                  21
              Section 4 Excess Contributions by Highly Compensated
                        Employees                                            24
</TABLE>


                                        i

<PAGE>

<TABLE>
<S>                                                                          <C>
Article VII   Employer Contributions

              Section 1 General                                              26
              Section 2 Matching Contributions                               26
              Section 3 Employer Nonmatching Contributions                   27
              Section 4 Forfeitures                                          29
              Section 5 Contributions for Returning Veterans                 29

Article VIII  Limitations on Employer Matching Contributions

              Section 1 Special Nondiscrimination Test Under 401(m)          30
              Section 2 Excess Aggregate Contributions by Highly
                        Compensated Employees                                32

Article IX    Maximum Limitation under Code Section 415

              Section 1 Limitations for Defined Contribution Plans under
                        Code Section 415                                     34

Article X     Participant Accounts

              Section 1 Establishment of Individual Participant Accounts     37
              Section 2 Rollover Contribution Account                        38
              Section 3 Adjustment of Participant Accounts                   38
              Section 4 Adjustment of Accounts for Terminated Participants   38
              Section 5 Forfeiture Amounts                                   39
              Section 6 Records and Reports                                  39

Article XI    Participant Investment Election

              Section 1 Initial Elections                                    40
              Section 2 Change of Investment Election                        40
              Section 3 Reallocation of Existing Account Balances            40
              Section 4 Duration of Investment Election                      41
              Section 5 Investment of Employer Matching Contributions
                        Account                                              41
              Section 6 Investment of Employer Nonmatching Contributions
                        Account                                              42
              Section 7 Restrictions on Excessive Transfers                  42
              Section 8 Miscellaneous                                        42
</TABLE>


                                       ii

<PAGE>

<TABLE>
<S>                                                                          <C>
Article XII   Loans

              Section 1 Standards for Granting Loans                         43
              Section 2 Terms of the Loan                                    44
              Section 3 Loan Application Procedure                           46
              Section 4 Loan Repayment                                       46
              Section 5 Loans as Plan Investments                            47
              Section 6 Default                                              48

Article XIII  Withdrawals Prior to Termination of Employment

              Section 1 After-Tax Contribution Account Withdrawals           50
              Section 2 Rollover Contribution Account Withdrawals            50
              Section 3 Hardship Withdrawals                                 50
              Section 4 Other Withdrawals of Elective Deferrals              52
              Section 5 Post Age 59-1/2 Withdrawal                           52
              Section 6 Direct Rollovers of Withdrawals; Payment in Cash
                        or Shares                                            53

Article XIV   Disbursement of Benefits

              Section 1 General                                              54
              Section 2 Retirement                                           55
              Section 3 Death                                                56
              Section 4 Distributions Prior to Retirement and Death          56
              Section 5 Forms of Payment                                     59
              Section 6 Direct Rollovers of Distributions                    61
              Section 7 Benefit Payment Deadlines                            62
              Section 8 Distributions to Alternate Payees                    62

Article XV    Effect of Reemployment

              Section 1 Effect of Reemployment Prior to Retirement           63
              Section 2 Effect of Reemployment After Retirement              64
</TABLE>


                                      iii

<PAGE>

<TABLE>
<S>                                                                          <C>
Article XVI   The Trust Fund

              Section 1 Trust Agreement                                      65
              Section 2 Investment Funds                                     65
              Section 3 Investment of Funds                                  67
              Section 4 Expenses                                             67
              Section 5 Return of Contributions                              68

Article XVII  Administration

              Section 1 Plan Administrator                                   69
              Section 2 Submission of Requests                               71
              Section 3 Limitation of Liability                              72
              Section 4 Claims Procedure                                     72
              Section 5 QDRO Procedure                                       73

Article XVIII Amendments

              Section 1 Right to Amend                                       75
              Section 2 Restrictions on Amendments                           75
              Section 3 Merger of Plan                                       75

Article XIX   Top Heavy Provisions

              Section 1 Definitions                                          77
              Section 2 Minimum Benefit Requirement                          79
              Section 3 Vesting                                              79

Article XX    Miscellaneous Provisions

              Section 1 Facility of Payment                                  80
              Section 2 Nonalienation of Benefits                            80
              Section 3 Right of Employer                                    80
              Section 4 Leased Employees                                     80
              Section 5 Plan Type                                            81

Article XXI   Termination of Plan                                            82

Article XXII  Governing Law and Adoption                                     83
</TABLE>


                                       iv

<PAGE>

<TABLE>
<S>                                                                          <C>
Addenda                                                                      84

Appendix                                                                     103
</TABLE>


                                        v

<PAGE>

                                    PREAMBLE

This preamble traces a brief history of the Belden CDT Inc. Retirement Savings
Plan (Plan), using the definitions in Article 1 of the Plan.

ESTABLISHMENT AND HISTORY OF THE PLAN. Effective August 1, 1993 Belden Wire &
Cable Company, (Belden) a subsidiary of Cooper Industries, Inc. (hereinafter
referred to as "Cooper") established a defined contribution plan named the
Belden Wire & Cable Company Employees' Retirement Savings Plan. Belden and
Cooper agreed to transfer certain assets and liabilities with respect to certain
employees of Belden and certain former employees who were employed at facilities
which were part of the Belden Electrical Wire Products Division of Cooper into
the Plan.

Belden has since made various acquisitions and merged the following plans into
the Plan:

<TABLE>
<S>                                                           <C>
AEC Retirement Savings Plan                                           July 1, 1996
Cable Systems International Inc. Management
Long Term Savings Plan                                             January 1, 2000
Savings and Investment Plan for Employees of
Independent Cable Inc.                                           December 31, 2001
The Belden Wire & Cable Company Savings Plan (Savings Plan)        October 1, 1999
(established, effective February 1, 1997)
   Alpha Wire - Elizabeth, NJ, effective 2/1/97.
   Alpha Wire - Leominster, MA, effective 2/1/98.

Belden has sold or closed the following facilities:

Facility                                                      Eligibility End Date

Sold the Carmel, Indiana and Clinton, Arkansas Facilities             May 15, 1999
Closed the Franklin, North Carolina Facility                       August 31, 1999
Sold the Communications Division                                 December 31, 2004
</TABLE>

Effective January 1, 1999, Belden terminated the Hourly Pension Contributions
(known as "IAR Contributions") Section of the Plan. Participants had various
options including leaving their balance in the Plan, purchasing an annuity from
a commercial insurance company or transferring their balance to the Belden Wire
& Cable Company Pension Plan.


                                        1

<PAGE>

Effective July 15, 2004 Belden merged with Cable Design Technologies (CDT) to
form a new company, Belden CDT Inc. Belden CDT Inc. (hereinafter known as the
"Company") desired one plan for all employees of the newly formed company
maintaining the benefit level of the Belden Wire & Cable Retirement Savings Plan
Company Plan. Therefore, effective January 1, 2005 the CDT Retirement Savings
Plan was merged into the Belden Wire & Cable Company Plan. The new plan is named
the Belden CDT Inc. Retirement Savings Plan.


                                        2

<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

1. "Accounts" shall mean the individual Participant Accounts established
pursuant to Article X.

2. "Actual Contribution Percentage Test" or "ACP Test" shall mean a
nondiscrimination test set forth in Code Section 401(m) as explained in Article
VIII.

3. "Actual Deferral Percentage Test" or "ADP Test" shall mean a
nondiscrimination test set forth in Code Section 401(k) as explained in Article
VI.

4. "Affiliated Employer" shall mean (a) any corporation which is a member of a
controlled group of corporations as defined in Code Section 414(b) which
includes the Employer, (b) any trade or business (whether or not incorporated)
which is under common control as defined in Code Section 414(c) with the
Employer, (c) any organization (whether or not incorporated) which is a member
of an affiliated service group as defined in Code Section 414(m) which includes
the Employer, and (d) any other entity required to be aggregated with the
Employer pursuant to regulations under Code Section 414(o).

5"Alternate Payee" shall mean any Spouse, former Spouse, child, or other
dependent of a Participant who is recognized by a Qualified Domestic Relations
Order as having a right to receive all, or a portion of, the Participant's
benefits payable under the Plan.

For the purposes of Section 5 of Article XVII, the term "Alternate Payee" shall
also include those individuals who would meet the above definition except that
the order is not a Qualified Domestic Relations Order.

6. "As Adjusted", when used to modify a dollar amount, shall mean the dollar
amount as adjusted (including any rounding) by the Secretary of Treasury for
changes in the cost of living under Code Sections 401(a)(17), 402(g), 414(q)(1),
and 415(d) for years beginning after December 31, 1987, as applied to those
items and in the manner as the Secretary shall provide, except that the
Compensation Limit shall be adjusted for the years specified in the
"Compensation Limit" definition, the $15,000 and $5,000 limits in Article VI,
Section 1 shall be adjusted for years after December 31, 2005, the $40,000 limit
in Article IX shall be adjusted for Limitation Years after 2002, and the $80,000
figure for determining Highly Compensated Employees shall be adjusted for Plan
Years Beginning after December 31, 1997.


                                        3

<PAGE>

7. "Belden CDT Stock" means the common stock issued by Belden Inc. prior to July
15, 2004 and the common stock issued by Belden CDT Inc. on or after July 15,
2004. "Belden CDT Stock" is limited to stock held in the Belden CDT Stock Fund
and excludes any shares of Belden CDT Inc. common stock held as a small
proportion of any other Investment Funds.

8. "Belden CDT Stock Fund" means the Investment Fund which is virtually all
invested in Belden CDT Stock, as further described in Article XVI, Section 2(B).
Before July 15, 2004, the Belden CDT Stock Fund was known as the Belden Stock
Fund.

9. "Beneficiary" shall mean any person (natural or otherwise) designated by a
Participant in accordance with Article II to receive any death benefit payable
under this Plan.

10. "Break in Service" shall mean any Plan Year during which an Employee is
credited with 500 or fewer Hours of Service. However, an Employee will not be
considered as having a Break in Service during the first 501 Hours of Service
that the Employees would have worked except for an absence from work solely for
maternity or paternity reasons.

For purposes of this definition, an absence from work for maternity or paternity
reasons means an absence (a) by reason of pregnancy of the individual, (b) by
reason of birth of a child of the individual, (c) by reason of the placement of
a child with the individual in connection with the adoption of the child by the
Employee, or (d) for purposes of caring for the child for a period beginning
immediately following the birth or placement.

11. "Catch-Up Contributions" shall mean Elective Deferrals in excess of the
legal limits, plan limits, or ADP test limit that would otherwise apply. All
Catch-Up Contributions for a Participant are subject to the dollar limit in
Article VI, Section 1(B).

Notwithstanding any other Plan provision to the contrary, a Participant's
Catch-Up Contributions shall be ignored when computing the ADP Test, the ACP
Test, and the Code Section 415 limit in Article IX, Section 1. In addition,
Catch-Up Contributions are ignored when determining whether the Plan is
Top-Heavy under Article XIX but only with respect to the Plan Year in which
Catch-Up Contributions are made.

12. "Code" shall mean the Internal Revenue Code of 1986 (as amended).

13. "Company" means Belden CDT Inc., its corporate successors, and the surviving
corporation resulting from any merger or consolidation of Belden CDT Inc. with
any other corporation or corporations.


                                        4

<PAGE>

14. "COMPENSATION" shall mean, except for those portions of the Plan where a
different definition expressly applies, gross earnings. Compensation shall also
include compensation not otherwise includible in the Employee's gross income by
reason of any reductions for contributions in the form of voluntary salary
reductions due to a qualified cash or deferred arrangement of the Employer or
due to a cafeteria plan of the Employer maintained pursuant to Code Section 125
(including effective January 1, 1998, any amounts not available to a Participant
in cash in lieu of group health coverage because the Participant is unable to
certify that he or she has other health coverage even if those amounts
technically are not Code Section 125 deferrals) or, effective for Plan Years
beginning after December 31, 2000, due to pre-tax transportation accounts
maintained pursuant to Code Section 132(f)(4).

Compensation shall exclude those items listed in Appendix A. It shall also
exclude any Compensation paid to a terminated Participant after the
Participant's last regular paycheck effective January 1, 2002 and any other
forms of extraordinary Compensation.

Effective for Plan Years beginning after December 31, 1988, this Plan shall not
take into consideration a Participant's Compensation to the extent it exceeds
the Compensation Limit.

15. "Compensation Limit" shall mean effective for Plan Years beginning after
December 31, 2001, $200,000 As Adjusted, for Plan Years beginning after December
31, 1993 but on or before December 31, 2001, $150,000 As Adjusted, and for Plan
Years beginning after December 31, 1988, but on or before December 31, 1993,
$200,000 As Adjusted.

16. "Cooper Savings Plan" shall mean the Cooper Industries, Inc. Retirement and
Savings Plan, the Cooper Industries, Inc. Savings Plan, and the Cooper
industries, Inc. Stock Ownership Plan.

17. "Effective Date" shall mean the effective date of this amendment and
restatement which is January 1, 2005. The Plan's original effective date was
August 1, 1993.

18. "Elective Deferrals" shall mean contributions to the Plan with respect to
any Plan Year which are made by the employer at the election of the Participant
instead of cash compensation pursuant to a salary reduction agreement entered
into by the Participant in accordance with Article V.

19. "Eligible Employee" means any common law employee on the U.S. payroll of the
Company, being paid in U.S. currency. Eligible Employee also includes any
employee who was eligible on December 31, 2004. "Eligible Employee" does not
include the following:

     (i)  an employee at West Penn Wire division;

     (ii) a contingent or temporary employee, Leased Employee (as set forth in
          Section 4 of


                                        5

<PAGE>

          Article XX), independent contractor or individual working for the
          Employer pursuant to a special contract, unless such special contract
          specifically provides for participation in the Plan;

     (iii) any employee who is represented by a collective bargaining unit that
          has negotiated retirement benefits through good faith bargaining,
          unless such collective bargaining unit specifically has bargained to
          participate in the Plan;

     (iv) a common law employee that the Employer mistakenly, but in good faith,
          classified as other than a common law employee. Such an individual
          shall be deemed an Employee as of the date on which the Employer
          reclassifies him as a common law employee;

     (v)  an individual employed by the Employer who is a non resident alien on
          a U.S. Payroll receiving U.S. income on temporary assignment in the
          U.S;

     (vi) an individual employed by the Employer who is a non-resident alien and
          received no earned income (within the meaning of Section 911(d)(2) of
          the Code) from the Employer which constitutes income from sources
          within the United States (within the meaning of Section 861(a)(3) of
          the Code); and

     (vii) an individual employed in locations that become part of Belden CDT
          Inc. due to a corporate acquisition or merger after January 1, 2005
          are excluded unless a plan amendment or corporate resolution expressly
          provides otherwise.

20. "Eligible Participant" shall mean any Employee of the Employer who is
eligible to participate in accordance with Article III.

21. "Eligible Retirement Plan" shall mean an individual retirement account
described in Code Section 408(a), an individual retirement annuity described in
Code Section 408(b) (other than an endowment contract), an annuity plan
described in Code Section 403(a), or a qualified trust described in Code Section
401(a) if it is a defined contribution plan. For distributions after December
31, 2001, it shall also include an eligible deferred compensation plan described
in Code Section 457(b) which is maintained by an eligible employer described in
Code Section 457(e)(1)(A) and an annuity contract described in Code Section
403(b). Effective January 1, 2006, if any portion of an Eligible Rollover
Distribution is attributable to distributions from a designated Roth account (as
defined in Code Section 402A), an Eligible Retirement Plan with respect to such
portion shall include only another designated Roth account and a Roth IRA

22. "ELIGIBLE ROLLOVER DISTRIBUTION" shall mean any distribution except any of
the following:

     (i)  Any distribution that is one of a series of substantially equal
          periodic payments made not less frequently than annually over the
          Participant's life or life expectancy or the Participant's and
          Beneficiary's joint lives or life expectancies or a specified period
          ten years or more;

     (ii) A distribution required by Code Section 401(a)(9) (regarding minimum
          required


                                        6

<PAGE>

          distributions to participants age 70-1/2 or older);

     (iii) Any distributions permitted under the Plan on account of hardship;

     (iv) The portion of a distribution that is not includible in the
          recipient's gross income if that portion is transferred to an IRA or
          transferred to an annuity plan described in Code Section 403(a) or a
          qualified trust described in Code Section 401(a) and that plan or
          trust does not agree to account separately for the amount transferred
          to it including separately accounting for the after-tax portion from
          the pre-tax portion;

     (v)  Corrective refunds of Elective Deferrals in excess of the Code Section
          415(c) limits, Excess Elective Deferrals, Excess Contributions, or
          Excess Aggregate Contributions;

     (vi) Loans that are treated as taxable distributions pursuant to Code
          Section 72(p);

     (vii) Dividends paid on employer securities as described in Code Section
          404(k);

     (viii) P.S. 58 costs of any life insurance held by the Plan; and

     (ix) Any similar items designated in IRS revenue rulings, notices or other
          guidance.

Any distribution attributable to an employee but paid to an employee's Spouse
after the employee's death shall be an Eligible Rollover Distribution if it
otherwise would have been an Eligible Rollover Distribution if it had been paid
to the employee.

This definition is not intended to enlarge the forms of benefit payment that are
available from this Plan.

23. Employee means any person who is a common law employee of the Employer as of
January 1, 2005 or later.

24. "Employee After-Tax Contributions" shall mean contributions to the Plan made
by a Participant with respect to any Plan Year prior to January 1, 1999 (January
1, 2000 for Participants at Belden Communications and January 1, 2005 for
Participants in the CDT Retirement Savings Plan) as determined under the prior
Plan.

25. "Employer" shall mean Belden CDT Inc. and any other Affiliated Employer to
which the Plan has been extended by the Company.

Prior to January 1, 2005, the Employer was Belden Wire & Cable Company and
Belden Technologies, Inc. and any other Affiliated Employer to which the Plan as
been extended by the Company on a list in the Addendum titled "Listing of
Covered Companies and Locations".

26. "Employer Contributions" shall mean contributions to the Plan made directly
by the Employer with respect to any Plan Year, excluding Elective Deferrals, as
set forth in Article VII.


                                        7

<PAGE>

27. "Employer Matching Contributions" shall mean any contribution to the Plan
made by the Employer with respect to any Plan Year to be allocated to a
Participant's Account by reason of the Participant's Elective Deferrals, as set
forth in Article VII.

28. "Employer Nonmatching Contributions" shall mean any discretionary
contribution to the Plan made by the Employer with respect to any Plan Year to
be allocated to Eligible Participant's Accounts pursuant to Article VII.

29. "Employment Commencement Date" shall mean the date on which the Employee
first performs an Hour of Service for an Affiliated Employer.

30. "ERISA" shall mean the Employee Retirement Income Security Act of 1974 (as
amended).

31. "Excess Aggregate Contributions" shall mean with respect to any Plan Year
the excess of the aggregate amount of the Employer Matching Contributions made
on behalf of Highly Compensated Participants for the Plan Year over the maximum
amount of the contributions permitted under the limitations of the Actual
Contribution Percentage Test, as set forth in Article VIII.

32. "Excess Contributions" shall mean with respect to any Plan Year the excess
of the amount of Elective Deferrals made on behalf of Highly Compensated
Participants for the Plan Year over the maximum amount of the contributions
permitted under the limitations of the Actual Deferral Percentage Test as set
forth in Article VI.

33. "Excess Elective Deferrals" shall mean the amount of Elective Deferrals for
a Participant's taxable year exceeding the limit described in Article VI. The
amount of Excess Elective Deferrals is reduced or eliminated to the extent that
a Participant has elective deferrals under another plan and elects as provided
in Section 2(b) of Article VI to treat the elective deferrals in the other plan
as excess amounts.

34. "Forfeitures" shall mean nonvested amounts allocated pursuant to Article
VII.

35. "Highly Compensated Employee" shall mean an employee who (a) was a 5% owner
of an Affiliated Employer at any time during the Plan Year or the 12-month
period immediately preceding the Plan Year, (b) received more than $80,000 As
Adjusted in annual compensation from an Affiliated Employer for the 12-month
period immediately preceding the Plan Year if the Company does not elect to use
the top 20% rule, or (c) received more than $80,000 As Adjusted in annual
compensation from an Affiliated Employer for the 12-month period immediately
preceding the Plan Year and was among the top 20% of employees by compensation
during the same 12-month period. The Employer does not elect to use the top 20%
rule.


                                        8

<PAGE>

(A) For purposes of determining the number of employees in the Top-Paid Group,
the following employees may be excluded:

     (i)  employees who have not completed 6 months of service

     (ii) employees who normally work less than 17-1/2 hours per week

     (iii) employees who normally work not more than 6 months during any year

     (iv) employees who have not attained age 21

     (v)  employees who are nonresident aliens and who receive no earned income
          from an Affiliated Employer which constitutes income from services
          within the United States

The Employer may elect to substitute a shorter period of service, time, or age
than that specified under (i), (ii), (iii), or (iv) above.

(B) A former employee shall be treated as a Highly Compensated Employee if (i)
the former employee was a Highly Compensated Employee when he separated from
service, or (ii) the former employee was a Highly Compensated Employee at any
time after attaining age 55.

(C) For purposes of the definition of Highly Compensated Employee, the term
"compensation" shall mean compensation for service performed by an Employee of
an Affiliated Employer which is currently includible in gross income as
described in Code Section 414(q)(4) and the regulations thereunder.

(D) Any questions regarding the determination of a Highly Compensated Employee
shall be made in accordance with Code Section 414 (q) and regulations
thereunder. Any alternative methods of determining Highly Compensated Employees
under applicable law shall also be permitted under this Plan.

36. "Highly Compensated Participant" shall mean a Participant of the Plan who is
also a Highly Compensated Employee.

37. "Hour of Service" means each hour for which an Employee is directly or
indirectly paid or entitled to payment by the Employer (or, prior to August 1,
1993, by Cooper Industries, Inc.) for (a) the performance of duties (which hours
shall be credited to the computation period in which the duties were performed
and with Hours of Service at overtime, premium pay, or shift differential rates
considered straight time hours), (b) reasons other than the performance of
duties such as vacation, jury duty, sick leave or disability, but excluding
payments made or due under any workers' compensation, unemployment compensation,
or disability insurance laws irrespective of whether the employment relationship
has terminated (which hours shall be credited to the computation period(s) to
which they pertain, except that no more than 501 Hours


                                        9

<PAGE>

of Service shall be credited to any Employee for any single continuous period
during which the Employee performs no duties whether or not the period occurs in
a single Plan Year), and (c) back pay, irrespective of mitigation of damages,
awarded or agreed to by the Employer (which hours shall be credited to the
computation period to which the award or agreement pertains).

If an Employee enters the Armed Forces of the United States and is later
reemployed by the Employer within 90 days after the earlier of termination of
the military service, or 5 years of service or any other greater period as may
be provided under federal law, the Employee will be granted Hours of Service
under this Plan as of his Reemployment Commencement Date based on the number of
Hours of Service for which the Employee would otherwise have been compensated.

Any questions concerning the crediting of Hours of Service shall be resolved in
accordance with Sections 2530.200b-2(b) and (c) of the Department of Labor Rules
and Regulations for Minimum Standards, which are incorporated in this Plan by
reference.

38. "Investment Funds" shall mean the various funds within the Trust Fund as set
forth in Article XVI.

39. "Leased Employee" shall mean an individual treated as an Employee due to the
requirements of Code Section 414(n). In particular, a Leased Employee shall mean
a person who is not otherwise an employee but provides services to an Affiliated
Employer if (a) the person's services are provided pursuant to an agreement with
an Affiliated Employer, (b) the person has performed services for an Affiliated
Employer on a substantially full-time basis for at least 1 year, and (c)
December 31, 1996 the person is under the primary direction or control of on
Affiliated Employer.

40. "Limitation Year" shall mean the Plan Year.

41. "Nonhighly Compensated Employee" shall mean an Employee of the Employer who
is not a Highly Compensated Employee.

42. "Participant" shall mean an employee who has met the eligibility conditions
of Article III and who has made or received a contribution under this Plan.
"Participant" shall include an active, inactive, former, suspended or retired
employee with an Account balance unless the context in which the term is used
indicated otherwise. If an Employee who does not otherwise meet the definition
of "Participant" is permitted to make a rollover contribution under Section 2 of
Article X, the Employee shall not be considered a Participant for the purposes
of Article III, Article IV, Article V, Article VI, Article VII, Article VIII,
Article IX, and Sections 1 and 2 of Article X.


                                       10

<PAGE>

43. "Permanent and Total Disability" A Participant in the Plan shall be
considered to be permanently and totally disabled if he has been approved for
long term disability benefits under a Belden CDT Inc. sponsored long term
disability plan or if he has been approved for Social Security disability
benefits by the U.S. Social Security Administration.

Prior to January 1, 2002, but on or after January 1, 1999, "Permanent and Total
Disability" shall mean the incapacity of a Participant as defined in the Belden
CDT Inc. Pension Plan. A Participant in the Plan shall be considered to be
permanently and totally disabled if he has been approved for long term
disability benefits under the Belden CDT Inc. Pension Plan or if he has been
approved for Social Security disability benefits by the U.S. Social Security
Administration.

Prior to January 1, 1999, "Permanent and Total Disability" shall mean the
incapacity of a Participant while an Employee, other than by reason of the
Participant's military service or engaging in a felonious act, because of any
medically demonstrable physical or mental condition either (a) to the extent
that he is unable to engage in any substantial employment or occupation which
might reasonably be considered within his capabilities other than such
employment as is found to be for the purpose of rehabilitation or (b) to the
extent that his continuing to engage in any such employment would in competent
medical opinion endanger his life. Any such total disability shall be deemed to
be permanent for the purposes of this Plan if in competent medical opinion it
still exists upon the cessation of accident and sickness or salary continuation
benefits and it may be expected to continue for the remainder of such
Participant's life. A disability shall be considered as having been incurred by
reason of military service if it shall have been directly incurred in, and due
solely to, military service of such Participant and if the Participant receives
a pension therefore from a government or governmental agency.

44. "Plan" shall mean the Belden CDT Inc. Retirement Savings Plan. Prior to
January 1, 2005 the plan name was Belden Wire & Cable Company Retirement Savings
Plan.

45. "Plan Administrator" means the person(s), organization(s) or committee
acting as plan administrator, as defined in ERISA in accordance with Article
XVII.

46. "Plan Year" shall mean the 12 consecutive month period commencing each
January 1.

47. Qualified Domestic Relations Order" shall mean any judgment decree or order
(including approval of a property settlement agreement) which meets the
standards and specifications of Code Section 414(p) and which creates or
recognizes the existence of an Alternate Payee's right to, or assigns to an
Alternate Payee the right to, receive all or a portion of the Participant's
benefits under the Plan.


                                       11

<PAGE>

48. "Qualified Nonelective Contributions" shall mean contributions made by the
Employer with respect to any Plan Year other than Employer Matching
Contributions that satisfy the vesting and withdrawal restriction applicable to
Elective Deferrals when the contributions are made.

49. "Reemployment Commencement Date" shall mean the first day an Employee is
entitled to be credited with an Hour of Service for the performance of duties
after a Break in Service.

50. "Spouse (Surviving Spouse)" shall mean the Participant's legal Spouse at the
time the Participant dies or the Participant's benefit payments commence. A
former Spouse will be treated as the Spouse or Surviving Spouse to the extent
provided under a Qualified Domestic Relations Order.

51. "Trust Fund" shall mean the Investment Fund(s) as authorized pursuant to
Article XVI.

52. "Trustee(s)" shall mean the person(s) or financial institution(s) named in
the Trust Agreement referenced in Article XVI, or their successors in office,
whether natural or corporate.

53. "Valuation Date", effective December 15, 1999, shall mean each business day.
For the period of October 1, 1999 through December 14, 1999, no valuation
occurred. Prior to October 1, 1999, Valuation Date shall mean the last day of
each month and any other times as the Employer may designate on which an
accounting of all assets and liabilities of the Trust Fund is to be made.

54. "Years of Service" shall mean the number of Plan Years during which any
Employee is credited with 1,000 or more Hours of Service, except that prior to
January 1, 1993 Years of Service shall mean the years of vesting service with
which the Employee had been credited in accordance with the Cooper Savings Plan
with respect to the employer's IAR account as of December 31, 1992.

An Employee's Years of Service shall be based on an Employee's total employment
relationship with the Employer or any Affiliated employer, whether or not as an
Employee, including any period of time during which the Employee (a) was
employed by the Employer in a category of employees excluded from the Plan, (b)
was a Leased Employee who performed services for the Employer, to the extent
provided by Code Section 414(n) and the regulations thereunder, (c) was employed
by a predecessor employer of the Employer, the plan of which predecessor is the
Plan maintained by the Employer, and (d) was employed by a predecessor employer
of the Employer, even though the Plan is not the plan maintained by the
predecessor employer, but only if service with the predecessor employer is
required to be included in the individual's Years of Service by regulations
under Code Section 414(a)(2).


                                       12

<PAGE>

                                   ARTICLE II

                             BENEFICIARY DESIGNATION

Each Participant shall designate on forms provided by the Employer a Beneficiary
or Beneficiaries for purposes of the Plan. Any designation of Beneficiary may be
changed or revoked at any time by the Participant by filing a written notice to
the Employer on the Employer's form. The Participant may revoke a designation at
any time by filing a new written notice.

If a Participant has a Spouse, the Participant may designate a Beneficiary other
than the Spouse only if the election form is signed by the Participant and the
Participant's Spouse clearly indicating the Spouse's consent to the alternate
Beneficiary. The Spouse's signature must be witnessed by a Notary Public. The
Spouse's consent shall not be required if it is established to the satisfaction
of the Employer that the Spouse cannot reasonably be located. The Participant
may revoke a designation of Beneficiary without the consent of the Spouse,
although the Participant may not designate a different Beneficiary other than
the Spouse without the Spouse's consent.

If a Participant does not validly designate a Beneficiary who is living when the
Participant dies, any death benefits payable under the Plan shall be paid to the
Participant's Spouse. If the Participant has no Spouse or the Spouse cannot
reasonably be located, any death benefits shall be paid to the Participant's
Estate.


                                       13

<PAGE>

                                   ARTICLE III

                   ELIGIBILITY AND PARTICIPATION REQUIREMENTS

Section 1 Eligibility

An Eligible Employee will be eligible to become a Participant in the Plan on the
Employee's Employment Commencement Date. No Employee is eligible for this Plan
if the Employee is not paid by the Employer in U.S. dollars from a U.S. payroll.
An Employee who was already eligible to become a Participant before the
Effective Date will remain eligible to become a Participant even if the above
requirements are not satisfied.

Participants in the AEC Retirement Savings Plan on June 30, 1995 and their
beneficiaries or surviving spouses shall become Participants in the Plan and the
employees of the Apple Creek facility shall become eligible to participate in
the Plan on January 1, 1996 and shall have their retirement and other benefits
determined under this plan subject to the provisions of the Addendum for AEC
Retirement Savings Plan and for the employees of the Apple Creek Facility.

Participants in the Belden Wire & Cable Company Savings Plan on December 31,
2004 and their beneficiaries or surviving spouses, as applicable, shall become
eligible to participate in the Plan on January 1, 2005 and shall have their
retirement and other benefits determined under this Plan subject to the
provisions of the Addendum for Employees of Alpha Wire Company.

Participants in the Cable Systems International Inc. Management Long Term
Savings Plan and Trust on December 31, 1999 and their beneficiaries or surviving
spouses, as applicable, shall become eligible to participate in the Plan on
January 1, 2000 and shall have their retirement and other benefits determined
under this Plan subject to the provisions of the Addendum for the Participants
of the Cable Systems International Inc. Management Long Term Savings Plan and
Trust.

Participants in the Savings and Investment Plan for Employees of Independent
Cable, Inc. on December 31, 2001 and their beneficiaries and surviving spouses,
as applicable shall become Participants in the Plan on December 31, 2001 and
shall have their retirement and other benefits determined under this Plan
subject to the provisions of the Addendum for the Participants of the Savings
and Investment Plan for Employees of Independent Cable, Inc.

Participants in the CDT Retirement Savings Plan on January 1, 2005 (excluding
active and former employees and their Beneficiary(s) from the West Penn Wire
division unless the employee was transferred to another CDT location) and
Beneficiaries or surviving Spouses, as


                                       14

<PAGE>

applicable, shall become eligible to participate in the Plan on January 1, 2005
and shall have their retirement and other benefits determined under this Plan
subject to the provisions of the Addendum for the Participants of the CDT
Retirement Savings Plan.

Section 2 Participation

An Eligible Employee may become a Plan Participant upon entering into an
agreement in accordance with Article V or by receiving an allocation of an
Employer Nonmatching Contribution in accordance with Article VII. Unless a
provision expressly states otherwise, only Participants who are Eligible
Employees may make or receive any contributions and forfeitures under this Plan.

If an employee not eligible to become a Participant erroneously is permitted to
make contributions, then as soon as administratively feasible after the error is
discovered any Elective Deferrals including investment gains and losses on those
contributions will be returned to the employee and any other contributions will
be forfeited.

Section 3 Transfers of Employment

If the Employee fulfills the requirements of Section 1 of this Article, an
Employee who transfers employment from an Affiliated Employer not covered by the
Plan or from a classification not eligible for coverage under this Plan will be
eligible to become a Participant as of the date of transfer or reclassification.

Section 4 Leaves of Absence

A Participant on an uncompensated leave of absence will continue to be a
Participant, but will be prohibited from making further contributions provided
by Article IV while on the leave of absence. Upon return to active employment,
the Participant may again elect to contribute under the Plan as of any date on
or after the Participant's date of return to active service.

Section 5 Suspended Participation

Any person continuing in the employment of the Employer who had been a
Participant but who is no longer classified as an Eligible Employee for this
Plan shall be an inactive Participant for the period of ineligibility and no
contributions shall be made to this Participant's Accounts for this Plan (or any
portion of this Plan).


                                       15

<PAGE>

Section 6 Eligibility after Reemployment

If an employee terminates employment and subsequently is reemployed, the
Employee's rights under the Plan shall be determined in accordance with Article
XV.


                                       16

<PAGE>

                                   ARTICLE IV

                             EMPLOYEE CONTRIBUTIONS

Section 1 Employee Pre-Tax Contributions

Employee pre-tax contributions are deemed to be Elective Deferrals. The
provisions of Article V shall govern the manner in which Eligible Participants
may enter into salary reduction agreements with the Employer in order that
Elective Deferrals may be made by the Employer to the Trust Fund on their
behalf. However, the amount of Elective Deferrals shall be limited by the
provisions set forth in Article VI.

Section 2 Employee After-Tax Contributions

Effective January 1, 1999 (January 1, 2000 for Employees at Belden
Communications and January 1, 2005 for CDT Retirement Savings Plan
participants), Employees shall not make any Employee After-Tax Contributions to
this Plan.

Section 3 Transmittal to Trustee

Elective Deferrals shall be deposited with the Trustee as of the earliest date
the contributions can reasonably be segregated from the Employer's general
assets. In no event shall those amounts be deposited later than 15 business days
(plus any extension permitted by Department of Labor regulations) after the end
of the month during which the amounts would otherwise have been payable to the
Participant in cash.


                                       17

<PAGE>

                                    ARTICLE V

                           SALARY REDUCTION AGREEMENT

Section 1 Agreement to Contribute

Each Employee eligible to participate in accordance with the provisions of
Article II may enter into a salary reduction agreement with the Employer to make
Elective Deferrals to this Plan. Thereafter an Employee desiring to participate
shall enter into an agreement before Elective Deferrals are to begin. Elective
deferrals will begin the first regular pay date as soon as administratively
feasible after the agreement is accepted by the Company.

Section 2 Amount of Elective Deferrals

Each Participant, by entering into a salary reduction agreement pursuant to
Section 1 of this Article, shall request that the Participant's Elective
Deferrals be made to the Trust Fund through payroll deductions. The amount shall
be in whole percentages of not less than 1%, but not more than a maximum
percentage of the Participant's Compensation. Unless determined otherwise by the
Company, the maximum percentage shall be 50% effective January 1, 2002, 15%
effective before January 1, 2002 but on or after January 1, 1999 and 6%
effective before January 1, 1999. The Company may at any time reduce the maximum
percentage allowed for Highly Compensated Participants. The Employer retains
discretion to change the amount or percentage of Elective Deferrals accepted by
the Plan on a non-discriminatory basis.

Effective for a Participant's taxable year beginning after December 31, 2001, if
a Participant who would have attained age 50 no later than the last day of the
Participant's taxable year wishes to defer more than the amount otherwise
permitted under this Section for the entire Plan Year, the Participant shall be
permitted to defer Catch-Up Contributions in accordance with procedures
established by the Employer.

Section 3 Change or Discontinuance of Elective Deferrals

A Participant may change the percentage of the Participant's Elective Deferrals,
suspend Elective Deferrals, or resume making Elective Deferrals once every 30
days. The Participant must make a request to the Company before the Participant
would like the change. Requested changes will begin the first regular pay day as
soon as administratively feasible after the request is accepted by the Company.


                                       18

<PAGE>

The Participant's Employer Matching Contributions with respect to the
Participant's Elective Deferrals shall be suspended while the Participant's
Elective Deferrals are suspended.


                                       19

<PAGE>

                                   ARTICLE VI

                        LIMITATIONS ON ELECTIVE DEFERRALS

Section 1 Maximum Amount of Elective Deferrals

(A)  No Participant shall be permitted to have Elective Deferrals made under
     this Plan in excess of

     (i)  For a Participant's taxable year beginning on or before December 31,
          2001, $7,000 As Adjusted;

     (ii) For a Participant's taxable year beginning during 2002, $11,000;

     (iii) For a Participant's taxable year beginning during 2003, $12,000;

     (iv) For a Participant's taxable year beginning during 2004, $13,000;

     (v)  For a Participant's taxable year beginning during 2005, $14,000; and

     (vi) For a Participant's taxable year beginning after December 31, 2005,
          $15,000 As Adjusted.

(B)  Higher Limit for Catch-Up Contributions

Effective for a Participant's taxable year beginning after December 31, 2001, a
Participant who would have attained age 50 no later than the last day of a Plan
Year may make Catch-Up Contributions no greater than the following amount:

     (i)  For a Participant's taxable year beginning during 2002, $1,000;

     (ii) For a Participant's taxable year beginning during 2003, $2,000;

     (iii) For a Participant's taxable year beginning during 2004, $3,000;

     (iv) For a Participant's taxable year beginning during 2005, $4,000; and

     (v)  For a Participant's taxable year beginning after December 31, 2005,
          $5,000 As Adjusted.

Section 2 Distribution of Excess Elective Deferrals

(A) If in any Participant's taxable year the amount of Elective Deferrals made
by a Participant exceeds the maximum amount set forth in Section 1 above, the
Excess Elective Deferrals, plus income attributable to the Excess Elective
Deferrals, shall be distributed no later than April 15th of the year following
the Participant's taxable year in which the Excess Elective Deferrals occurred.
Excess Elective Deferrals that are not distributed by the April 15 date shall
remain in the Plan and be subject to the general withdrawal restrictions
applicable to Elective Deferrals as specified in Article XIV. Excess Elective
Deferrals distributed no later than the April 15th date, shall not be treated as
Annual Additions with respect to the maximum limitations under Code Section 415,
as described in Article IX.


                                       20

<PAGE>

(B) In the event a Participant enters into two or more salary reduction
agreements with respect to the Participant's taxable year, and the Participant's
Elective Deferrals to this Plan and another plan subject to the Code Section
402(g) limit exceed the maximum Elective Deferral amount set forth in Section 1
of this Article for this taxable year, the Participant may notify the employer
in writing no later than March 1st of the next taxable year of the portion of
the excess attributable to elective deferrals made to this Plan. The portion of
the excess made to this Plan becomes Excess Elective Deferrals and must be
handled as provided in subsection (A) above.

(C) The amount of Excess Elective Deferrals for a participant's taxable year
that must be distributed to a Participant is reduced by any Excess Contributions
attributable to the Plan Year beginning with or within the Participant's taxable
year that have previously been distributed.

Section 3 Nondiscrimination Test Under 401(k)

(A) Nondiscrimination Test

For each Plan Year the Plan must satisfy a special nondiscrimination test to be
referred to as the Actual Deferral Percentage Test (ADP Test). However, for Plan
Years beginning after December 31, 1998, unless the amount of Employer Matching
Contributions is changed, the ADP Test is deemed to have been satisfied. If the
amount of Employer Matching Contributions is changed for Plan Years following
December 31, 1998 so that is not longer meets the safe harbor requirement, the
Actual Deferral Percentage Test can be satisfied by meeting the following test.

The Actual Deferral Percentage Test for a Plan Year shall be satisfied if one of
the following two limits is met in the Plan Year.

     (i) Primary Limitation

     The Actual Deferral Percentage for all Eligible Participants who are Highly
     Compensated Employees for the current Plan Year must not exceed the Actual
     Deferral Percentage for all Eligible Participants who are Nonhighly
     Compensated Employees for the Plan Year multiplied by 1.25; or

     (ii) Alternative Limitation

     The Actual Deferral Percentage for all Eligible Participants who are Highly
     Compensated Employees for the current Plan Year must not exceed the lesser
     of (a) the Actual Deferral Percentage for all Eligible Participants who are
     Nonhighly Compensated Employees multiplied by 2.0; or (b) the Actual
     Deferral Percentage of the Eligible Participants who are Nonhighly
     Compensated Employees plus 2.0 percentage points.


                                       21

<PAGE>

Effective for Plan Years beginning after December 31, 1998, the Employer hereby
elects to use the current Plan Year's Actual Deferral Percentage for all
Eligible Participants who are Nonhighly Compensated Employees. Hence, when
applying the primary and alternative limitations above, the Employer will use
the Actual Deferral Percentage of the Eligible Participants who are Nonhighly
Compensated Employees for the current Plan Year. This election may be changed
only as permitted by the Secretary of Treasury.

(B) Special Definitions for 401(k) Test

     (i) Definition of Actual Deferral Percentage

     Actual Deferral Percentage for a specified group of Eligible Participants
     for a Plan Year shall mean the average of the ratios (calculated separately
     for each Eligible Participant in the group) of (i) the amount of
     contributions made on behalf of the Eligible Participant for the Plan Year
     to (ii) the Eligible Participant's Compensation for the Plan Year.

     Contributions made on behalf of any Eligible Participant may include (i)
     Elective Deferrals (including Excess Elective Deferrals but excluding the
     amount of Elective Deferrals that are taken into account in the Actual
     Contribution Percentage Test), (ii) Qualified Nonelective Contributions,
     and (iii) Employer Matching Contributions. Qualified Nonelective
     Contributions and Employer Matching Contributions may be included only
     under the rules as the Secretary of the Treasury may prescribe.

     Elective Deferrals are taken into account for a Plan Year only if they are
     allocated to the Eligible Participant's Account as of a date within the
     Plan Year, the Elective Deferrals are actually paid to the trust no later
     than 12 months after the end of that Plan year, and the Elective Deferrals
     relate to Compensation that either would have been received by the Eligible
     Participant in the Plan Year but for the salary reduction agreement or is
     attributable to services performed by the Eligible Participant in the Plan
     Year and, but for the salary reduction agreement, would have been received
     by the Eligible Participant within 2-1/2 months after the end of the Plan
     Year.

     (ii) Definition of Compensation

     Compensation shall mean total compensation paid by the Employer to an
     Employee during the taxable year ending with or within the Plan Year which
     is required to be reported as wages on the Form W-2, and may also include
     compensation not otherwise includible in the Employee's gross income by
     reason of any reductions for contributions in the form of voluntary salary
     reductions due to a qualified cash or deferred arrangement


                                       22

<PAGE>

     of the Employer or due to a cafeteria plan of the Employer maintained
     pursuant to Code Section 125 (including any amounts not available to a
     participant in cash in lieu of group health coverage because the
     participant is unable to certify that he or she has other health coverage
     even if those amounts technically are not Code Section 125 deferrals) or,
     due to pre-tax transportation accounts maintained pursuant to Code Section
     132(f)(4). Alternatively, Compensation may mean any other definition of
     compensation that satisfies Code Section 414(s) and final or proposed
     regulations issued under that Code section. This Plan shall not take into
     consideration a Participant's Compensation to the extent it exceeds the
     Compensation Limit.

     Instead of using Compensation for the Plan Year to calculate the ratios
     described in Section 3(B)(i) of this Article, the ratios may be computed
     for all Eligible Participants using (i) Compensation for that portion of
     the Plan Year in which each Employee was an Eligible Participant, (ii)
     Compensation for the calendar year ending within the Plan Year, or (iii)
     Compensation for that portion of the calendar year ending within the Plan
     Year in which each Employee was an Eligible Participant.

(C) Special Rules for 401(k) Test

     (i) For purposes of this Section 3, the individual Actual Deferral
     Percentage for any Eligible Participant who is a Highly Compensated
     Employee for the Plan Year and who is eligible to have Elective Deferrals,
     Qualified Nonelective Contributions, and Employer Matching Contributions
     Allocated to the Eligible Participant's Accounts under this Plan and any
     other cash or deferred arrangement qualified under Code Section 401(k) that
     are maintained by an Affiliated Employer shall be computed as if all the
     amounts had been made to this Plan.

     (ii) If this Plan is combined with one or more plans for purposes of
     satisfying Code Sections 401(a)(4) or 410(b) (other than the average
     benefit percentage test of Code Section 410(b)(2)(A)(ii)), then those plans
     shall also be combined for purposes of computing the Actual Deferral
     Percentages of Eligible Participants.

     (iii) Nonhighly Compensated Employees who meet this Plan's eligibility
     requirements but have not met the maximum age and service requirements
     permitted by law may be ignored for purposes of the Actual Deferral
     Percentage Test and the Average Contribution Test if that group of
     employees separately satisfies Code Section 410(b).

     (iv) This Section 3 shall apply separately to Employees not in collective
     bargaining units and Employees in collective bargaining units. Article VIII
     shall not apply to employees in collective bargaining units. The Employer
     may choose to apply the Actual Deferral Percentage Test to all Employees in
     collective bargaining units together, apply it separately to each
     collective bargaining unit, or apply the Actual Deferral


                                       23

<PAGE>

     Percentage Test to two or more groups of collective bargaining units (with
     each unit in one group) provided that the combinations of units are
     determined on a basis that is reasonable and reasonably consistent from
     year to year.

Section 4 Excess Contributions by Highly Compensated Employees

(A) If before or during the Plan Year the Employer anticipates that the
acceptable limits set forth in Section 3(A) above will be exceeded as of the end
of the Plan Year, the Employer may order the suspension and/or the reduction of
Highly Compensated Participants' Elective Deferrals. The Employer shall
reasonably project which Participants will be Highly Compensated Participants
and are subject to this suspension and/or reduction.

(B) If the Actual Deferral Percentage for Eligible Participants who are Highly
Compensated Employees exceeds the limitation as of the close of the applicable
Plan Year, the excess Elective Deferrals or Employer Contributions, if
applicable (referred to as Excess Contributions), shall be initially determined
using the following "leveling" process: Elective Deferrals or Employer
Contributions, if applicable, will be subtracted from the Highly Compensated
Employee's Accounts with the highest ratio (as calculated under Section 3(B)(i)
of this Article) and considered Excess Contributions until this Employee's ratio
equals the next highest ratio of a Highly Compensated Employee or until the
limitation is no longer exceeded. This process is repeated until the limitation
is no longer exceeded.

Effective for Plan Years beginning after December 31, 1996, the amount of the
Excess Contributions is determined as if the previous paragraph applied, but the
Excess Contributions are actually subtracted using the following "leveling"
process: Elective Deferrals or Employer Contributions, if applicable, will be
subtracted from the Highly Compensated Employee's Accounts with the greatest
amount of Elective Deferrals (and any Employer Contributions used in computing
the Actual Deferral Percentage) and considered Excess Contributions until this
Employee's Elective Deferrals (and those Employer Contributions) amount equals
the next highest Highly Compensated Employee's Elective Deferrals (and those
Employer Contributions) amount or until the total amount of Excess Contributions
has been subtracted from Employees' Accounts. This process is repeated until the
total amount of Excess Contributions has been subtracted from Employees'
Accounts.

Effective for a Participant's taxable year beginning after December 31, 2001,
for a Participant who would have attained age 50 no later than the last day of a
Plan Year, the Participant shall be permitted to retain as Catch-Up
Contributions the Elective Deferrals that according to the other provisions of
this Section would have been subtracted from the Participant's Accounts.


                                       24

<PAGE>

Any remaining Excess Contributions with earnings thereon shall be distributed no
later than the close of the Plan Year following the Plan Year to which the
Excess Contributions relate. The Employer must pay any excise tax required by
Code Section 4979 on any Excess Contributions not distributed within 2-1/2
months after the close of the Plan Year to which the Excess Contributions
relate.

(C) Excess Contributions shall be distributed from the Highly Compensated
Participant's Elective Deferral Account and Employer Matching Contributions
account (if applicable) in proportion to the Highly Compensated Participant's
Elective Deferrals and Employer Matching Contributions for the Plan Year. Excess
Contributions may be distributed from the Qualified Nonelective Contributions
Account only to the extent that the Excess Contributions exceed the balance in
the Participant's Elective Deferral Account and Employer Matching Contributions
Account. The Excess Contributions shall be considered taxable income to the
affected Participant(s). Notwithstanding the fact that the Excess Contributions
were returned to the Highly Compensated Participants prior to 2-1/2 months after
the close of the Plan Year to which the Excess contributions relate, the Excess
Contributions shall be treated as Annual Additions with respect to the maximum
limitations under Code Section 415 to the extent required by the Secretary of
the Treasury.

(D) The amount of Excess Contributions for a Plan Year that must be distributed
to a Participant is reduced by any Excess Elective Deferrals attributed to the
Participant's taxable year ending with or within the same Plan Year that have
previously been distributed.


                                       25

<PAGE>

                                   ARTICLE VII

                             EMPLOYER CONTRIBUTIONS

Section 1 General

Employer Contributions as that term is used in this Plan are those contributions
that are made directly by the Employer, as set forth below, and are not the
result of a salary reduction agreement between the Employer and an Employee.

Section 2 Matching Contributions

(A) Employer Matching Contribution

The Employer shall make a matching contribution to the Trust Fund for each plan
year of an amount equal to (i) 100% of a Participant's Elective Deferrals,
including Catch-up Contributions, that are attributable to the first 3% of the
Participant's Compensation plus (ii) 50% of a Participant's Elective Deferrals,
including Catch-up Contributions, that are not attributable to the first 3% of a
Participant's Compensation but are attributable to the first 6% of the
Participant's Compensation.

(B) All Matching Contributions are Qualified Matching Contributions

Employer Matching Contributions described in the above Section 2(A) are 100%
vested and not forfeitable to the Participant when made. The amounts are
distributed as specified elsewhere in this Plan, but under no circumstances may
they be distributed before the earlier of

     (i)  separation from service (effective 1/1/2002 severance from employment
          with the Employer), death, or disability of the Participant

     (ii) attainment of the age 59 1/2 by the Participant

     (iii) termination of the Plan without establishment of a successor plan

     (iv) for Plan Years beginning before January 1, 2002, the disposition of
          substantially all of the assets of the Employer or the disposition of
          a subsidiary of the Employer in which the Participant is employed if
          the transferor continues to maintain the Plan

     (v)  upon hardship of the Participant

Beginning with Plan Years after December 31, 1998, each eligible Participant
must be given written notice, within a reasonable period before any Plan Year,
of his or her rights and


                                       26

<PAGE>

obligations under the Plan. The notice must be accurate and comprehensive and
written in a manner calculated to be understood by the average Eligible
Participant.

(C) Reduction of Matching Contributions

If a Participant's Elective Deferrals are distributed under Section 2 or Section
4 of Article VI and the Participant received an Employer Matching Contribution
because of the Elective Deferrals that were distributed, then the Employer
Matching Contribution attributable to those Elective Deferrals must be forfeited
(regardless of whether they are vested) and shall be used to offset future
Employer Contributions. Employer Matching Contributions forfeited under this
provision shall not be included in the ACP test under Article VIII. This
provision may be enforced before, during, or after the enforcement of the ADP
test and the ACP test as long as this provision is satisfied upon the completion
of those tests.

Section 3 Employer Nonmatching Contributions

(A) Employer Nonmatching Contributions Before 4/1/96

The Plan shall continue to hold Employer Nonmatching Contributions in separate
accounts made for some of its hourly employees as required by an Addendum to
this Plan.

(B) Hourly Pension Contributions

Effective May 9, 1999, the Employer shall no longer make any hourly pension
contributions to the Employer Nonmatching Contributions Accounts of the hourly
Employees employed at the Clinton, Arkansas facility.

Effective January 1, 1999, the Employer shall no longer make any hourly pension
contributions to the Employer Nonmatching Contributions Accounts of all hourly
Employees, except those employed at the Franklin, North Carolina and Clinton,
Arkansas facilities.

Prior to January 1, 1999, Employees who were classified as hourly employees by
the Employer had an hourly pension contribution made to their Employer
Nonmatching Contributions Accounts each month, if provided for in an Addendum to
this Plan for a group of Employees. The contribution is computed by multiplying
the contribution rate specified in the Addendum for the location in which the
Employees was employed at the time of the contribution by the number of "hours
worked" as an hourly employee in that location. The Addenda may vary the
contribution rate depending on the employees' position grades, labor grades, or
other criteria.


                                       27

<PAGE>

For the purpose of this subsection (B) only, "hours worked" means hours of
employment while an Eligible Employee for which the Employer paid compensation,
including overtime hours and any paid hours for vacation periods or holidays,
but excluding any other paid hours for any other absences during which no duties
are performed.

(C) Discretionary Qualified Nonelective Contributions

Employer Contributions described in the above Section 3(A) shall be deemed to be
Qualified Nonelective Contributions pursuant to a resolution adopted by the
Company of the Employer only to the extent that those amounts are 100% vested
and not forfeitable to the Eligible Participant, when made, and further provided
that the amounts may not be distributed until the earlier of

     (i)  separation from service (effective 1/1/2002 severance from employment
          with the Employer), death, or disability of the Eligible Participant

     (ii) attainment of the age 59 1/2 by the Eligible Participant

     (iii) termination of the Plan without establishment of a successor plan

     (iv) for Plan Years beginning before January 1, 2002, the disposition of
          substantially all of the assets of the Employer, or the disposition of
          a subsidiary of the Employer in which the eligible Participant is
          employed if the transferor continues to maintain the Plan

     (v)  for Plan Years beginning before January 1, 1989, upon hardship of the
          Eligible Participant.

Notwithstanding the above, the Company may elect pursuant to a resolution that
the Qualified Nonelective Contributions may be allocated only to Eligible
Participants who are Nonhighly Compensated Employees. The Company may also elect
that the amounts of Qualified Nonelective Contributions be evenly distributed to
the Eligible Participants who are Nonhighly Compensated Employees. Lastly, the
Board of Directors may elect to allocate Qualified Nonelective Contributions to
the Eligible Participants employed on the last day of the Plan Year who are
Nonhighly Compensated Employees in order of compensation beginning with the
Employee with the lowest compensation with each Employee receiving the maximum
amount of Qualified Nonelective Contributions allowed under Article IX until
sufficient Qualified Nonelective Contributions have been contributed to satisfy
the Actual Deferral Percentage Test and the Actual Contribution Percentage Test.


                                       28

<PAGE>

(D) Retiree Medical Credits

Effective January 1, 1999, the Employer shall not make any additional Employer
Nonmatching Contribution for retiree medical credit purposes to this Plan. Prior
to January 1, 1999 hourly employees were allocated an additional Employer
Nonmatching Contribution each month or partial month for which they received
Compensation if the Addendum for the location in which they were employed at the
time of the Contribution stated that they were eligible to receive this
Contribution.

Section 4 Forfeitures

Forfeitures of the Employer Nonmatching Contributions Accounts that hold
contributions allocated under Section 3(B) or Section 3(D) of this Article shall
be used to reduce subsequent Employer Contributions payable pursuant to Section
3(B) and Section 3(D) of this Article and to restore a Participant's nonvested
Employer Contributions Account(s) in accordance with Article XV.

If the Employer must restore a Participant's nonvested Employer Contributions
Account(s), and if the amount of current Forfeitures is less than the amount
needed to restore the nonvested Accounts(s), the Employer shall make an
additional contribution to the Plan in accordance with this Article, but only
for the purpose of restoring the Participant's nonvested Employer Contributions
Account(s).

Section 5 Contributions for Returning Veterans

In general, notwithstanding any provision of this Plan to the contrary,
contributions, benefits and service credit with respect to qualified military
service will be provided in accordance with Code Section 414(u). More
specifically, the Employer must make additional contributions to the Plan if an
Employee returns to active employment after service in the U.S. armed forces and
meets the other requirements specified in the Uniformed Services Employment and
Reemployment Rights Act of 1994. The amount and timing for making those
contributions must be determined in accordance with Code Section 414(u). These
contributions are ignored for purposes of Article VI, Article VIII, and Article
XIX.


                                       29

<PAGE>

                                  ARTICLE VIII

                 LIMITATIONS ON EMPLOYER MATCHING CONTRIBUTIONS

Section 1 Special Nondiscrimination Test Under 401(m)

(A) Nondiscrimination Test

In addition to meeting the Actual Deferral Percentage Test as defined in Article
VI, the Plan must satisfy for each Plan Year a nondiscrimination test to be
referred to as the Actual Contribution Percentage Test (ACP Test). However, for
Plan Years beginning after December 31, 1998, if the Plan meets the safe harbor
requirement for the Actual Deferral Percentage Test under Article VI, Section
3(A) it automatically satisfies the Actual Contribution Percentage Test with
respect to matching contributions. If the amount of the Employer Matching
Contributions is changed for Plan Years following December 31, 1998 so that it
no longer meets the safe harbor requirement, the Actual Contribution Percentage
Test can be satisfied by meeting the following test.

The Actual Contribution Percentage Test for a Plan Year shall be satisfied if
one of the following two limits is met in the Plan Year.

     (i) Primary Limitation

     The Actual Contribution Percentage for all Eligible Participants who are
     Highly Compensated Employees for the Plan Year must not exceed the Actual
     Contribution Percentage for all Eligible Participants who are Nonhighly
     Compensated Employees for the Plan Year multiplied by 1.25.

     (ii) Alternative Limitation

     The Actual Contribution Percentage for all Eligible Participants who are
     Highly Compensated Employees for the Plan Year does not exceed the lesser
     of (a) Actual Contribution Percentage for Eligible Participants who are
     Nonhighly Compensated Employees for the Plan Year multiplied by 2.0; or (b)
     the Actual Contribution Percentage of the Eligible Participants who are
     Nonhighly Compensated Employees plus 2.0 percentage points.

     However, effective for Plan Years beginning after December 31, 1998, the
     Employer hereby elects to use the current Plan Year's Actual Contribution
     Percentage for all Eligible Participants who are Nonhighly Compensated
     Employees. Hence, when


                                       30

<PAGE>

     applying the primary and alternative limitations above, the Employer will
     use the Actual Contribution Percentage of the Eligible Participants who are
     Nonhighly Compensated Employees for the current Plan Year. This election
     may be changed only as permitted by the Secretary of Treasury.

(B) Special Definitions for 401(m) Test

     (i) Definition of Contribution Percentage

     For purposes of this Section 1, the Contribution Percentage for any Plan
     year shall mean the ratio (expressed as a percentage) of the Eligible
     Participant's Contribution Percentage Amounts to the Eligible Participant's
     Compensation for the Plan Year.

     (ii) Definition of Contribution Percentage Amounts

     Contribution Percentage Amounts shall mean Employer Matching Contributions
     (to the extent not taken into account for purposes of the Actual Deferral
     Percentage Test) under the Plan on behalf of the Eligible Participant for
     the Plan Year.

     The Employer may elect to include (to the extent not taken into account for
     purposes of the Actual Deferral Percentage Test) Elective Deferrals and/or
     Qualified Nonelective Contributions as provided by regulations of the
     Secretary of the Treasury. The Actual Deferral Percentage Test as set forth
     in Article VI also must pass prior to excluding any Elective Deferrals used
     in this Actual Contribution Percentage Test.

     (iii) Definition of Actual Contribution Percentage

     The Actual Contribution Percentage shall mean the average (expressed as a
     percentage) of the Contribution Percentages of the Eligible Participants in
     a group.

     (iv) Definition of Compensation

     Compensation shall have the same meaning as in Article VI, Section
     3(B)(ii).

(C) Special Rules for 401(m) Test

     (i) For purposes of this Section 1, the Contribution Percentage for any
     Eligible Participant who is a Highly Compensated Employee for the Plan Year
     and who is eligible to have Contribution Percentage Amounts under this Plan
     and any other arrangements qualified


                                       31

<PAGE>

     under Code Sections 401(k) or 401(m) that are maintained by an Affiliated
     Employer shall be computed as if all the amounts had been made to this
     Plan.

     (ii) If this Plan is combined with one or more plans for purposes of
     satisfying Code Sections 401(a)(4) or 410(b) (other than the average
     benefit percentage test of Code Section 410(b)(2)(A)(ii)), then the plans
     shall also be combined for purposes of computing the Contribution
     Percentages of Eligible Participants.

     (iii) Nonhighly Compensated Employees who meet this Plan's eligibility
     requirements but have not met the maximum age and service requirements
     permitted by law may be ignored for purposes of the Actual Deferral
     Percentage Test and the Actual Contribution Percentage Test if that group
     of employees separately satisfies Code Section 410(b).

Section 2 Excess Aggregate Contribution by Highly Compensated Employees

(A) If during the Plan Year the Employer anticipates that the acceptable limits
set forth in Section 1 above will be exceeded as of the end of the Plan Year,
the Employer may order the suspension and/or reduction of Highly Compensated
Participants' Contribution Percentage Amounts as may be necessary. The Company
shall reasonably project which Participants will be Highly Compensated
Participants and are subject to this suspension and/or reduction.

(B) If the Actual Contribution Percentage for Eligible Participants who are
Highly Compensated Employees exceeds the limitation as of the close of the
applicable Plan Year, the Excess Contribution Percentage Amounts (referred to as
Excess Aggregate Contributions) shall be initially determined using the
following "leveling" process. Contribution Percentage Amounts will be subtracted
from the Highly Compensated Employee's Accounts with the highest Contribution
Percentage (and considered Excess Aggregate Contributions) until this Employee's
Contribution Percentage equals the next highest Contribution Percentage of a
Highly Compensated Employee or until the limitation is no longer exceeded. This
process is repeated until the limitation is no longer exceeded.

Effective for Plan Years beginning after December 31, 1996, the amount of the
Excess Aggregate Contributions is determined as if the previous paragraph
applied, but the Excess Aggregate Contributions are actually subtracted from the
Accounts of Eligible Participants who are Highly Compensated Employees using the
following "leveling" process. Contribution Percentage Amounts will be subtracted
from the Highly Compensated Employee's Accounts with the greatest amount of
Contribution Percentage Amounts until this Employee's Contribution Percentage
Amounts equals the next greatest Highly Compensated Employee's Contribution
Percentage Amounts or until the total amount of Excess Aggregate Contributions
has been


                                       32

<PAGE>

subtracted from Employees' Accounts. This process is repeated until the total
amount of Excess Aggregate Contributions has been subtracted from Employees'
Accounts.

The Excess Aggregate Contributions with earnings thereon shall be distributed
from the Highly Compensated Participant's Accounts no later than the close of
the Plan Year following the Plan Year to which the Excess Aggregate
Contributions relate. The Employer must pay any excise tax required by Code
Section 4979 on any Excess Aggregate Contributions not distributed within 2-1/2
months after the close of the Plan Year to which the Excess Aggregate
Contributions relate.

(C) Excess Aggregate Contributions shall be distributed first from the Highly
Compensated Participant's Employer Matching Contributions Account (or, if
applicable, Qualified Nonelective Contributions Account and Elective Deferral
Account).

Notwithstanding the fact that the Excess Aggregate Contributions were
distributed, the amount of the Excess Aggregate Contributions shall be an Annual
Addition with respect to the maximum limitations of Code Section 415 to the
extent required by the Secretary of the Treasury.


                                       33

<PAGE>

                                   ARTICLE IX

                    MAXIMUM LIMITATION UNDER CODE SECTION 415

Section 1 Limitations for Defined Contribution Plans Under Code Section 415

(A) Maximum Annual Addition

     (i)  The amount of Annual Additions (as defined below) which may be
          credited to a Participant's Accounts for any Limitation Year may not
          exceed the lesser of:

          (a)  $40,000 As Adjusted; or,

          (b)  100% of the Participant's Compensation for the Limitation Year.

     "Compensation" for this Article only is defined as wages and all other
     payments of compensation reportable on Form W-2, determined without regard
     to any rules under Code Section 3401(a) that limit compensation based on
     the nature or location of the employment or the services performed.
     "Compensation" for this Article also includes compensation not otherwise
     includible in the Employee's gross income by reason of any reductions for
     contributions in the form of voluntary salary reductions due to a qualified
     cash or deferred arrangement of the Employer or due to a cafeteria plan of
     the Employer maintained pursuant to Code Section 125 (including any amounts
     not available to a participant in cash in lieu of group health coverage
     because the participant is unable to certify that he or she has other
     health coverage even if those amounts technically are not Code Section 125
     deferrals) or compensation not otherwise includible in the Employee's gross
     income by reason of Code Section 132(f)(4) (regarding pre-tax
     transportation accounts). Alternatively, "Compensation" may mean any
     definition of compensation that satisfies Code Section 415(c)(3) and final
     or proposed regulations issued under that Code Section.

     (ii) For purposes of the limitations of this Section 1, if contributions
          are made to two or more defined contribution plans, the various plans
          shall be considered a single defined contribution plan.

     (iii) The compensation limitation in (b) above, however, shall not apply
          to:

          (a)  Any contribution for medical benefits (within the meaning of Code
               Section 419A(f)(2)) after separation from service which is
               otherwise treated as an Annual Addition; or,

          (b)  Any amount otherwise treated as an Annual Addition under Code
               Section 415(l).


                                       34

<PAGE>

     (iv) Effective for a Participant's taxable year beginning after December
          31, 2001, if a Participant who would have attained age 50 no later
          than the last day of the Participant's taxable year wishes to defer
          more than the amount otherwise permitted under this Section for the
          entire Plan Year, the Participant shall be permitted to defer Catch-Up
          Contributions, in accordance with procedures established by the
          Company.

(B) Definition of Annual Additions

For purposes of this Plan, Annual Additions shall mean the sum of the following
amounts credited to the Participant's Accounts during the Limitation Year.

     (i)  Elective Deferrals

     (ii) Employee After-Tax Contributions

     (iii) Employer Contributions

     (iv) Any other amounts required to be included by Code Section 415(c)(2)

Any contributions made on behalf of veterans returning to employment that are
required by the Uniformed Services Employment and Reemployment Rights Act of
1994 are credited for the purpose of this Article to the Limitation Year to
which they relate, not the Limitation Year in which they were paid.

(C) Excess Annual Additions

If, as a result of the allocation of Forfeitures, a reasonable error in
estimation a Participant's compensation, a reasonable error in determining the
amount of Elective Deferrals that may be made by an individual under the limits
on Annual Additions, or because of other facts and circumstances which the
Commissioner of the Internal Revenue Service finds justifies the availability of
the rules under Treasury Regulation Section 1.415-6(b)(6), the Annual Additions
under this Plan for a particular Participant would cause the limitations of Code
Section 415 applicable to that Participant for the Limitation Year in question
to be exceeded, the excess amounts shall not be deemed Annual Additions in that
Limitation Year if the following procedures are followed for that Limitation
Year:

     (i)  Elective Deferrals withheld by the Employer and not yet paid over to
          the Trust Fund shall be paid over to the Participant in which event
          Employer Matching Contributions shall not be made with regard to those
          amounts.


                                       35

<PAGE>

     (ii) If an excess still exists, Elective Deferrals shall be returned to the
          Participant. Earnings to be returned to the Participant, if any, shall
          be computed as provided in the regulations.

     (iii) If an excess still exists, the excess amount will be used to reduce
          Employer Contributions for the Participant in the next and succeeding
          Limitation Years. If the Participant was not covered by the Plan at
          the end of the Limitation Year, the Excess will be applied to reduce
          Employer Contributions for all remaining Participants in the next and
          succeeding Limitation Years.

     (iv) The excess amounts shall be held unallocated in a suspense account. If
          a suspense account is in existence form a prior Limitation Year, all
          amounts in the suspense account must be allocated to the Participant's
          Accounts in succeeding Plan Years before any Employer contributions
          and Employee contributions, which would constitute Annual Additions,
          may be made to the Plan for that Plan Year for that Participant. At
          the discretion of the Employer, investment gains or investment losses
          shall be allocated to the suspense account.


                                       36

<PAGE>

                                    ARTICLE X

                              PARTICIPANT ACCOUNTS

Section 1 Establishment of Individual Participant Accounts

The Employer or its designee shall create and maintain adequate records to
disclose the interest in the Trust Fund of each Participant. The records shall
be in a form of individual Accounts and shall be adjusted in the manner
described in this Article.

At the discretion of the Employer, the following separate Accounts may be
established and maintained on behalf of each Participant.

(A) A separate Participant's Elective Deferral Account credited with Elective
Deferrals and net earnings, with, if necessary, a separate subaccount for
Catch-Up Contributions.

(B) A separate Participant's Employer Matching Contributions Account credited
with Employer Matching Contributions and net earnings.

(C) A separate Eligible Participant's Employer Nonmatching Contributions Account
credited with Employer Nonmatching Contributions and net earnings (with a
separate Account for each type of Employer Nonmatching Contributions allocated
pursuant to each of the subsections of Section 3 of Article VII for any Eligible
Participants who have more than one type of Employer Nonmatching Contribution).

(D) A separate Eligible Participant's Qualified Nonelective Contributions
Account credited with Qualified Nonelective Contribution and net earnings.

(E) A separate Participant's or Employee's Rollover Contribution Account
credited with rollover contributions and net earnings pursuant to Section 2
below.

(F) A separate Participant's Employee After-Tax Contribution Account credited
with Employee After-Tax Contributions made prior to January 1, 1999 (January 1,
2000 for Participants at Belden Communications and January 1, 2005 for
Participants of the CDT Retirement Savings Plan) and net earnings. The Employee
After-Tax Contribution Account shall be treated as a separate Code Section
72(e)(8) contract, and any distributions (or portions of distributions) of
Employee After-Tax Contributions or net earnings on those contributions shall be
treated as distributed from this contract.


                                       37

<PAGE>

In Addition, the Employer may establish a set of Accounts for Alternate Payees
pursuant to a Qualified Domestic Relations Order.

Section 2 Rollover Contribution Account

With the permission of the Employer, the trustee may accept, other than employee
after-tax contributions, amounts deemed to be rollovers from another plan or
trust qualified under Code Sections 401(a) and 501(a) on behalf of an Employee
or Participant. The amounts may be accepted through a rollover Individual
Retirement Account known as a conduit IRA, a qualified distribution made
directly to a Participant, or a direct rollover transferred from another plan's
trustee pursuant to Code Section 401(a) (31). Any amounts to be transferred must
be acceptable to the Trustee and must not in the opinion of the Employer
endanger the tax qualification of the Plan or Trust Fund. The amounts may be
commingled with other assets of the Trust Fund.

If the Company reasonably concluded that an amount could be accepted as a
rollover contribution without endangering the qualification of the Plan or Trust
Fund but later determines that the amount should not have been accepted as a
rollover contributions, the improper amount must be distributed as soon as
administratively feasible.

Section 3 Adjustment of Participant Accounts

As of each Valuation Date, the Employer or its designee shall adjust the
Accounts of each Participant to reflect net income as well as net realized and
net unrealized appreciation in the market value of each Investment Fund for the
period then ended. All assets shall be valued in accordance with their then fair
market value. The Employer retains discretion to modify on a nondiscriminatory
basis the mechanical procedures for allocating investment experience among
Participants' Accounts.

Section 4 Adjustment of Accounts for Terminated Participants

(A) Accounts Which Have Not Experienced Distributions

If a Participant does not receive a distribution of the Participant's total
vested Accounts at the Participant's prior termination of employment in
accordance with Article XIV and the Participant is reemployed prior to 5
consecutive one-year Breaks in Service, any nonvested Account(s) shall be
reinstated and adjusted in accordance with regulations prescribed by the
Secretary of Treasury.


                                       38

<PAGE>

(B) Accounts Which Have Experienced Distributions

If a Participant elected to receive a distribution of the Participant's total
vested Accounts at the Participant's prior termination of employment in
accordance with Article XIV and the Participant is reemployed, the Participant's
nonvested Account(s), if reinstated pursuant to Article XV, shall not be
adjusted by any later gains or losses which occur during the period of absence.

Section 5 Forfeiture Amounts

Upon a forfeiture event pursuant to Article XIV, Forfeitures shall be used as
provided in Section 4 of Article VII.

Section 6 Records and Reports

The Employer or its designee will keep records of Accounts and will submit to
the Employer and Participants not less than annually a report of transactions
and activities. Copies of all reports not distributed to Participants will be
available for inspection at the principal office of the Employer and at other
places as the Employer may specify.


                                       39

<PAGE>

                                   ARTICLE XI

                         PARTICIPANT INVESTMENT ELECTION

Section 1 Initial Elections

As authorized in Article XVI, each Participant shall designate one or more of
the Investment Funds into which future contributions shall be made on behalf of
the Participant. The investment election shall be made in multiples of whole
percentages.

Section 2 Change of Investment Election

A Participant may change an investment election of future contributions daily.
The requested changes will be reflected with the next payroll deduction. This
Section is subject to the restrictions in Section 5 and 6 of this Article and
Section 2 of Article XVI. This Section 2 applies to Participants at Belden
Communications on and after January 1, 2000.

Prior to October 1, 1999, a Participant may change an investment election of
future contributions as of the first day of any calendar month in multiples of
whole percentages by making the election by the 25th of the prior calendar
month. This Section is subject to the restrictions in Section 5 and 6 of this
Article and Section 2 of Article XVI.

Section 3 Reallocation of Existing Account Balances

A Participant may elect to transfer all or a portion of the Participant's
existing Account balances on a daily basis in multiples of whole percentages.
Transfers that are requested after 4:00 p.m. will be honored as of the next
Valuation Date. This Section is subject to the restrictions in Sections 5, 6 and
7 of this Article and Section 2 of Article XVI.

Prior to October 1, 1999, a Participant may reallocate existing Account balances
as of the next Valuation Date (after investment gains or losses are allocated)
in multiples of whole percentages by making the election by the 25th of any
calendar month. This Section is subject to the restrictions in Sections 5 and 6
of this Article and Section 2 of Article XVI.

Prior to October 1, 1999, the Employer may decide on a nondiscriminatory basis
to execute these reallocations by performing an estimated reallocation on or
about the first business day after the Valuation Date and then performing a
final adjustment reallocation as soon as administratively feasible after the
recordkeeping valuation for that Valuation Date is completed.


                                       40

<PAGE>

To protect the rate of return of assets invested in an Investment Fund that
primarily invests in insurance or bank investment contracts, the Employer may
prohibit reallocations that transfer assets from this Investment Fund into other
funds specified by the Employer.

Section 4 Duration of Investment Election

The new investment election thereby specified shall remain in effect until a
subsequent investment election is made. A reallocation of existing Account
balances will not be repeated unless a Participant elects another reallocation.

Section 5 Investment of Employer Matching Contributions Account

Regardless of the Participant's election pursuant to the other sections in this
Article, all of the Employer Matching Contributions Account will be invested in
the Belden CDT Stock Fund (effective January 11, 2000 for Participants of Belden
Communications Company and effective January 1, 2005 for former CDT Retirement
Savings Plan participants).

A Participant may transfer all or a portion of the Participant's Company
Matching Contributions Account into the Belden CDT Stock Fund or out of the
Belden CDT Stock Fund to other Investment Funds as of any Valuation Date in
multiples of whole percentages. Transfers that include the sale of Belden CDT
Stock which are requested by 4:00 p.m. on any business day will be completed
within 2 to 3 business days, if the transfer does not include a sale of Belden
CDT Stock, the request should be completed within 1 to 2 business days. (There
is a transaction charge for the purchase or sale of Belden CDT Stock.)

This section is subject to the restrictions in Section 7 of this Article and
Section 2 of Article XVI. In addition, the Company may restrict reallocations
among investment funds and other transactions by Participants who are directors,
officers, or beneficial owners of 10 percent of the Company to the extent that
the Company reasonably believes restrictions are necessary to comply with the
Securities Exchange Act of 1934, as amended and any regulations issued pursuant
to that act.

Prior to January 1, 2004, a Participant may transfer all or a portion of the
Participant's Company Matching Contributions Account invested in the Belden
Stock Fund to other Investment Funds as of any Valuation Date. This transfer is
executed using procedures similar to those specified in Section 3 of this
Article. Additional restrictions on the timing of this election apply to
officers of the Employer required to comply with Section 16 of the Securities
Exchange Act of 1934 (as amended) and regulations issued thereunder.

Prior to March 1, 2002, a Participant may transfer all or a portion of the
Participant's Company Matching Contributions Account as of any Valuation Date on
or after the Participant reaches age


                                       41

<PAGE>

55. This transfer is executed using procedures similar to those specified in
Section 3 of this Article. Additional restrictions on the timing of this
election apply to officers of the Employer required to comply with Section 16 of
the Securities Exchange Act of 1934 (as amended) and regulations issued
thereunder.

Section 6 Investment of Employer Nonmatching Contributions Account

Regardless of the Participant's elections pursuant to the other sections in this
Article, all of the Hourly Pension Contributions Account and Retiree Medical
Credits Accounts will be invested by the Trustee as directed by the Employer.

Section 7 Restrictions on Excessive Transfers

The Company or the manager of an Investment Fund may restrict trades for (i)
specified Participants' Accounts if those Participants have engaged in
Investment Fund exchanges whose volume, timing, and frequency suggest that the
Participant may be substantially motivated by short-term market timing or that
may increase the percentage of an Investment Fund that is held in highly liquid
instruments, provided that any such restrictions are consistently applied to
similarly situated Participants and any affected Participants are notified as
soon as feasible of these restrictions, or (ii) all Participants as the Company
considers necessary to discourage short-term market timing and to minimize the
percentage of an Investment Fund that is held in highly liquid instruments.

Section 8 Miscellaneous

Any contributions received for a Participant for which the Participant has not
made an investment election or which is not governed by any prior section of
Article XI shall be invested by the Trustee as directed by the Employer.


                                       42

<PAGE>

                                   ARTICLE XII

                                      LOANS

Section 1 Standards for Granting Loans

(A) Eligible Loan Applicants

Loans are available to Plan Participants on a reasonably equivalent basis and
must be made without regard to a Participant's race, color, religion, sex, age
or national origin. Loans may be made to Plan fiduciaries on the same terms as
they are made available to other Participants.

Participants who are employees of the Employer are eligible for loans.
Additionally, Participants who are not currently employees of the Employer are
eligible for loans if they are "parties in interest" as that term is defined in
Section 3(14) of ERISA.

(B) Maximum Loan Amount

The amount of a loan is limited to the lesser of (i) 1/2 of the Participant's
vested Account balances (excluding the Hourly Pension Contributions and Retiree
Medical Credits Accounts) determined as of the most recently completed valuation
minus the outstanding balance of all other loans or (ii) $50,000 reduced by the
highest outstanding balance of the Participant's previous loans from the Plan
during the 1-year period ending on the day before the effective date of the new
loan

For the purpose of computing the above amounts, all loans from all plans of all
Affiliated Employers are treated as if made under this Plan.

(C) Minimum Loan Amount; Increments

The minimum loan amount is $1,000. Prior January 1, 2005, Loans were made in
$100 increments.

(D) Loan Purpose

Loans may be made for any lawful purpose of the Participant. The Participant
must intend to repay the loan.


                                       43

<PAGE>

(E) Persons Administering Loan Program

The Trustee may invest Plan assets to establish the loan program. The Employer
administers the loan program.

(F) Basis for Denial

The Employer may deny a loan application for any of the following reasons.

     (i)  The Employer believes that the transaction does not meet the standards
          and eligibility requirements expressed in this Article.

     (ii) The Employer believes that the proposed loan would be inconsistent
          with the basic fiduciary rules governing Plan assets.

     (iii) The Employer decides to suspend for any period the making of loans.

Decisions by the Employer regarding loan applications shall be final and shall
be timely communicated to the Participant. The loan standards must be met as of
the date a loan is granted, renewed, or modified.

Section 2 Terms of the Loan

Each loan will be evidenced by a promissory note containing the following terms.

(A) Security

The loan must be secured by 1/2 of the value of the Participant's vested Account
balances. This is the same portion of the Accounts from which the Participant is
borrowing funds.

(B) Interest Rate

For new loans effective on or after January 1, 2000, the interest rate shall be
the prime rate as published in the Wall Street Journal on the first business day
following the October 31 of the prior calendar year.

For new loans effective on or after March 1, 1999 but before January 1, 2000,
the interest rate will be the prime rate as published in the Wall Street Journal
on January 4, 1999 (7.75%).


                                       44

<PAGE>

For loans effective prior to March 1, 1999, the loan will bear a reasonable rate
of interest. The Employer will determine the appropriate interest rate annually,
unless the Employer believes the interest rate must be revised during the year
to comply with Department of Labor regulations. The interest rate will be fixed
and will not be adjusted during the term of the loan (until a renewal or
modification of the loan).

To comply with the Soldiers and Sailors Civil Relief Act of 1940 as amended,
during the period beginning as soon as administratively feasible after the
Company learns that a Participant is actively in the U.S. military service and
ending as soon as administratively feasible after the Company learns that the
Participant no longer is actively in the U.S. military service, the loan's
interest rate may not be greater than the original interest rate or 6%.

(C) Amortization

The loan must be repaid with interest in level amortized payments made quarterly
or on a more frequent basis. Loans, other than for the purchase of a principal
residence may be amortized up to a maximum of 5 years. The loan must be repaid
within 5 years.

If the loan is to be used for the purchase of a principal residence, the loan
may be amortized up to a maximum of 10 years. The loan must be repaid within 10
years.

Prior to January 1, 1998 - The loan must be repaid with interest in level
amortized payments made quarterly or on a more frequent basis. Loan may be
amortized for 1, 2, 3, 4, or 5 years. The loan must be repaid within 5 years.

(D) Date of Loan

The loan funds will be advanced to the Participant as soon as administratively
feasible after approval of the Participant's loan application and after all
applicable funds are liquidated. Loan applications will be processed daily.

Prior to October 1, 1999, the loan funds will be mailed to the Participant
during the first half of the month after the Participant applied for a loan.

(E) Acceleration of Loan Upon Termination

The outstanding loan amount will be due immediately if the Participant
experiences a termination of employment with the Employer or otherwise becomes
no longer eligible for a loan with the exception of:

     (i)  Participants who are laid off or disabled,


                                       45

<PAGE>

     (ii) Employees at the Clinton, Arkansas or Carmel, Indiana Facilities on
          April 30, 1999 whose loans shall be extended until the earlier of the
          distribution of their remaining Accounts or July 1, 1999.

Section 3 Loan Application Procedure

Participants interested in applying for loans from their vested Account balances
in the Plan should apply for a loan through the telephone voice response system
or a Participant website. Loan papers, a promissory note and a check will be
mailed to the Participant.

Prior to October 1, 1999, Participants interested in applying for loans from
their vested Account balances in the Plan should apply for a loan by obtaining
the Employer's application form through the telephone voice response system no
later than the 15th of any month. Loan applications must be submitted in writing
to the Employer and must be postmarked no later than the 19th of any month.

The Employer may require on a uniform basis each Participant applying for a loan
to submit a reasonable loan application fee or administrative fee or that the
Participant's Accounts be charged this fee.

No more than one loan may be outstanding to a Participant from the Plan at any
time.

Section 4 Loan Repayment

If the Participant is employed by the Employer, the loan must be repaid by
amounts deducted from the Participant's payroll check. Payroll deductions will
begin the first administratively feasible payroll after the issuance of the loan
check.

Prior to October 1, 1999, if the Participant is employed by the Employer, the
loan must be repaid by amounts deducted from the Participant's payroll check,
beginning the month after the month in which the Participant receives the loan
amount. The Participant shall complete a form supplied by the Employer
authorizing these deductions.

If the Participant does not receive a payroll check from the Employer sufficient
for deducting a payment, the Participant must make the payment directly to the
Employer. (Trustee prior to October 1, 1999) on or before the date payment is
due. The Employer will forward the payment to the Trustee. The Employer may
require Participants who repay their loans by check to pay a check handling and
processing fee to compensate the Plan for estimated time and expenses incurred
in excess of those incurred for repayment by payroll check deduction. The
Employer may also provide, on a nondiscriminatory basis, that loan repayments
not be permitted or


                                       46

<PAGE>

required during the first 12 months of an unpaid leave of absence, as permitted
by proposed or final regulations.

During the period beginning as soon as administratively feasible, after
arrangements have been made by the Participant with the Plan Administrator, that
a Participant is actively in the U.S. military service and ending as soon as
administratively feasible after the Company learns that the Participant no
longer is actively in the U.S. military service, the loan repayments may be
suspended. The balance of the loan at the time of the suspension will accrue
interest at the rate for a Participant in active U.S. Military Service in
Section 2(B) above. Upon the Participant's return to work the interest rate on
the Participant's loan will return to the original rate and repayments will be
adjusted so the loan with interest is paid within the same total number of
repayments that were scheduled on the Participants original application. A
Participant may continue to make loan repayments directly to the Employer.

A Participant may repay the full outstanding loan balance including accrued but
unpaid interest without penalty at any time.

Prior to October 1, 1999, a Participant may repay the full outstanding loan
balance including accrued by unpaid interest without penalty as of the last day
of any month.

Section 5 Loans as Plan Investments

(A) Accounting

On the date of a Participant's loan, the amount of the loan shall be taken from
the Participant's Investment Funds and segregated into a separate investment
account known as the Participant's Loan account. This amount then is exchanged
for the promissory note. As of any Valuation Date, the Participant's Loan
account shall be equal to the outstanding principal loan balance payable on the
promissory note.

(B) Order of Withdrawal

The loan amount is taken from Accounts in the following order: Elective
Deferrals Account, rollover Account, Employer After-Tax Contribution Account,
from any other Accounts (other than the Company Matching Contributions Account),
lastly from the Company Matching Contributions Account. Within each Account, the
loan amount is taken first from the Investment Funds pro rata other than the
Belden CDT Stock Fund, and second from the Belden CDT Stock Fund.

(C) Loan Fund


                                       47

<PAGE>

Notwithstanding the Investment funds established pursuant to Article XVI, there
shall be established a Loan Fund to accept the Promissory Note executed by the
Participant to evidence the debt created. This Loan Fund will receive the
interest and principal payments as paid. As of each Valuation Date, these will
be transferred to the Investment Funds currently accepting contributions
pursuant to the Participant's current investment elections. If no investment
elections exist, then the interest and principal payments shall be made to the
Investment Fund as the Employer designates.

(D) Effect on QDRO's

An amount of an outstanding loan is officially included in a Participant's
vested account balances. Participants who submit Qualified Domestic Relations
Orders to the Plan should consider their obligations to repay these loans as
they decide how to allocate their Account balances between themselves and
Alternate Payees. If an Alternate Payee will become liable for the repayment of
all or part of the outstanding loan balance, this will be treated as a loan
modification.

(E) Promissory Notes are Plan Assets

Because the promissory notes evidencing loans are assets of the Plan, they must
be held by the Trustee or designee of the Trustee, unless an ancillary Trustee,
Investment Fund Manager, or other lawfully designated fiduciary is named for the
limited purpose of holding the notes. The Trustee, pursuant to the Trust
Agreement, has directed the Employer to act as custodian with respect to
promissory notes, mortgages and related documents in connection with Plan loans.
To the extent required by ERISA, a fiduciary bond must cover the holder of the
notes.

Section 6 Default

A loan will be considered in default and the outstanding loan amount is due
immediately if one or more payments are made more than 90 days late. If a
payment is made late, but not more than 90 days late, the loan will not be in
default. The Employer may establish and collect late fees for late payments in
an amount considered reasonable by commercial lending institutions, and failure
to timely pay these fees will be considered a default of the entire loan,
Additionally, a loan will be considered in default if it is accelerated under
Section 2(E) of this Article.

The Company may also suspend the obligation to repay loans during any leave of
absence or other period for which loan payments do not have to be made as
permitted by Code Section 414(u) or Code Section 72(p) and final or proposed
regulations issued thereunder without the


                                       48

<PAGE>

loan being treated as a taxable distribution or tax purposes. Any such
suspension shall be made on a uniform basis to all similarly situated
Participants.

If the portion of the Participant's vested Account balances securing the loan is
or becomes insufficient to protect the Plan from a loss of principal or
interest, the Employer will enforce its security interest as soon as practicable
after default (while maintaining the Plan's qualified status). However, if the
security is adequate, it is within the Employer's discretion whether it is
prudent to enforce the security interest as soon as practicable, to delay this
enforcement, or to accept late payments after a default occurs.


                                       49

<PAGE>

                                  ARTICLE XIII

                 WITHDRAWALS PRIOR TO TERMINATION OF EMPLOYMENT

Section 1 After-Tax Contribution Account Withdrawals

A Participant who is an Employee may elect no more than twice in a twelve month
period to withdraw all or a portion of the Participant's After-Tax Contribution
Account determined as of the application date. Payment will be made as soon as
it is administratively feasible to process the withdrawal. Payment shall be made
in a single sum. The order of the withdrawal shall be determined by the Company.

Section 2 Rollover Contribution Account Withdrawals

A Participant who is an Employee may elect no more than twice in a twelve month
period to withdraw all or a portion of the Participant's Rollover Contribution
Account determined as of the application date. Payment will be made as soon as
it is administratively feasible to process the withdrawal. Payment shall be made
in a single sum. The order of the withdrawal shall be determined by the Company.

Section 3 Hardship Withdrawals

A Participant who is an Employee may request the administrative forms to receive
a hardship withdrawal from the Participant's Account by calling the telephone
response system. The written application and administrative forms must be
completed and returned within 45 days of the issuance of the forms. Once
approved, the Employer will direct the Trustee to distribute all or any portion
of the Participant's Account Balance. The Participant must meet the conditions
specified in subsections (A), (B) and (C) below.

The amount available for hardship withdrawals is all or any portion of the
Participant's Elective Deferrals (but no more than the value of the Elective
Deferrals Account), the Employee After-Tax Contribution Account and the Rollover
Contribution Account. Plus the amount transferred from the following plans:

     (i)  Participants with ICI balances may receive hardship withdrawals of
          amounts attributable to 401(k) contributions, matching contributions,
          profit sharing contributions plus earnings and rollover amounts plus
          earnings, as reported by the


                                       50

<PAGE>

          previous record keeper as the amount available for hardship
          withdrawals less withdrawals made since the assets transferred to this
          Plan.

     (ii) Participants with CDT balances may receive hardship withdrawals of
          amounts attributable to 401(k) contributions, matching contributions,
          and discretionary contributions plus earnings, as reported by the
          previous record keeper as the amount available for hardship
          withdrawals less withdrawals made since the assets transferred to this
          Plan.

     (iii) Participants who participated under the AEC Retirement Savings Plan
          may also request a hardship withdrawal of the Participant's 401(k)
          balance as of December 31, 1988 plus elective deferrals made after
          December 31, 1988 less any withdrawals taken after December 31, 1988
          and from their prior plan account balance under the AEC Retirement
          Savings Plan less any withdrawals taken since the assets transferred
          to this Plan.

Withdrawals under this Section are processed daily and will be paid as soon as
administratively feasible. Withdrawals are available for all Participants except
for Employees employed at the Clinton, Arkansas and the Carmel, Indiana
facilities for withdrawals requested after May 7, 1999.

Prior to October 1, 1999, upon the written application of a Participant who is
an Employee, the Employer will direct the Trustee to distribute all or any
portion of the Participant's Account Balance as of December 31, 1988 plus
contributions credited to the Participant's Account allocable to the Elective
Deferrals, the Employee After-Tax Contribution Account, and the Rollover
Contribution Account made after December 31, 1988 (Participants with ICI
balances include 401(k) contributions, profit sharing contributions plus
earnings, and rollover amounts plus earnings in the amount available for
hardship withdrawals) less any withdrawals taken after December 31, 1988 if the
following conditions are met. Withdrawals under this Section are made twice each
month for all Participants.

(A) The Participant needs the withdrawal for an immediate and heavy financial
need, based on all relevant facts and circumstances. A financial need may be
immediate and heavy even if it was reasonably foreseeable or voluntarily
incurred by the Employee. The following events are deemed immediate and heavy
financial needs, even if they might not meet the above requirements of this
subsection (A).

     (i)  Medical expenses for the Participant's immediate family if the
          expenses are previously incurred or necessary to obtain medical care.

     (ii) Costs directly related to the purchase of a principal residence for
          the Participant (excluding mortgage payments).

     (iii) Tuition, related educational fees, and room and board expenses for
          the next 12 months of post-secondary education for the Participant's
          immediate family.


                                       51

<PAGE>

     (iv) Payments necessary to prevent eviction from or foreclosure on the
          Participant's principal residence.

     (v)  Payments for funeral expenses for the participant's immediate family

     (vi) To avoid certain bankruptcy situations.

     (vii) Other needs announced by the appropriate governmental authority in a
          document of general applicability to constitute immediate and heavy
          needs.

(B) The amount of the distribution does not exceed the amount needed to satisfy
the Participant's need. The amount may include any amounts necessary to pay any
federal, state, or local income taxes or penalties reasonably anticipated to
result from the distribution. To satisfy this paragraph the Participant must
represent in writing and the Employer must not have actual knowledge to the
contrary that the need cannot be reasonably relieved in one or more of the
following ways.

     (i)  Through reimbursement or compensation by insurance or otherwise.

     (ii) By liquidation of the Participant's assets.

     (iii) By cessation of Elective Deferrals under this Plan.

     (iv) By taking After-Tax Contribution Account and/or Rollover Contribution
          Account Withdrawal(s) available under Section 1 of this Article XIII.

     (v)  By other distributions, withdrawals, or nontaxable loans from plans
          maintained by the Employer or by any other employer, or by borrowing
          from commercial sources on reasonable commercial terms in an amount
          sufficient to satisfy the need.

(C) The minimum amount withdrawn must be the lesser of $500 or the total amount
available under the second paragraph of this Section 3.

Section 4 Other Withdrawals of Elective Deferrals

Effective on or before December 31, 2001, all of a Participant's Accounts may be
distributed (i) on the disposition of substantially all of the assets of the
Employer if the transferor corporation continues to maintain the Plan and the
Participant continues employment with the corporation acquiring the assets, or
(ii) on the disposition of a subsidiary of the Employer if the transferor
corporation continues to maintain the Plan and the Participant continues
employment with the subsidiary.

Section 5 Post Age 59-1/2 Withdrawal

A Participant who is an Employee and who has attained the age of 59 1/2 may
elect to withdraw all or a portion of the Participant's vested Accounts,
including those amounts attributable to Employer hourly contributions,
determined as of the application date. Payment will be made as soon as it is
administratively feasible to process the withdrawal. Payment shall be made in a
single sum. The order of the withdrawal shall be determined by the Employer.


                                       52

<PAGE>

Prior to October 1, 1999, a Participant who is an Employee and who has attained
the age of 59 1/2 may elect in writing no more than once per calendar year to
withdraw all or a portion (prior to 1/1/98 minimum $500 per withdrawal) of the
Participant's vested Accounts, including those amounts attributable to Employer
hourly contributions, determined as of a Valuation Date following the date after
making written application to the Employer (or if the application is mailed, the
date of the postmark). Payment will be made after the first Valuation Date in
which it is administratively feasible to process the withdrawal. Payment shall
be made in a single sum. The order of the withdrawals shall be determined by the
Employer.

Section 6 Direct Rollovers of Withdrawals; Payment in Cash or Shares

Withdrawals are subject to the provisions of Section 6 of Article XIV. However,,
any withdrawals permitted under the Plan under Section 3 of this Article are not
subject to Section 6 of Article XIV. Withdrawals are also subject to the
provisions of Section 1 of Article XIV.

All distributions shall be paid in cash, including whole shares of stock from
the Belden CDT Stock Fund unless the recipient elects to receive payment in
shares of Belden CDT Stock.


                                       53

<PAGE>

                                   ARTICLE XIV

                            DISBURSEMENT OF BENEFITS

Section 1 General

The Plan will distribute a Participant's Accounts only as authorized in this
Article or the preceding Article.

(A) Value of Distributions

All distributions will be valued as of the Valuation Date on or next following
when the Employer receives the Participant's distribution request and rollover
election. No earnings will be computed for the period since that Valuation Date.
However, the Trustee, or its delegate, may in its sole discretion adjust the
value of the Accounts to reflect rapidly fluctuating increases or decreases in
the value of the Trust (or any Investment Funds) since that Valuation Date.

Prior to October 1, 1999, all distributions will be valued as of the Valuation
Date on or next following when the Employer receives the Participant's
distribution request and rollover election, except that a distribution request
and rollover election received shortly after a Valuation Date but postmarked on
or before the Valuation Date will be valued as of that Valuation Date. No
earnings will be computed for the period since that Valuation Date. However, the
Trustee may in its sole discretion adjust the value of the Accounts to reflect
rapidly fluctuating increases or decreases in the value of the Trust (or any
Investment Funds) since that Valuation Date.

(B) Distribution in Cash or Shares

All distributions shall be paid in cash, including whole shares of Belden CDT
Stock unless the recipient elects to receive his shares in the Belden CDT Stock
Fund in shares of Belden CDT Stock.

(C) Termination of Employment

The phrase "termination of employment" as used in this Article shall be
interpreted to refer to a "separation from service" for distributions on or
before December 31, 2001 and a "severance from employment" for distributions
after December 31, 2001 as those phrases are used in Code Section
401(k)(2)(B)(i)(I) (subject to sunset provision P.L. 107-16.901). Related
phrases, for example "terminated Participant" and "terminates employment," shall
be similarly interpreted.


                                       54

<PAGE>

Section 2 Retirement

(A) Retirement Dates

Retirement Date shall mean any of the following.

     (i)  The Normal Retirement Date of a Participant shall be the date the
          Participant attained age 65 and terminated employment.

     (ii) The Late Retirement Date of a Participant who remains employed after
          Normal Retirement Date shall be the date the Participant terminated
          employment.

     (iii) The Early Retirement Date of a Participant shall be the later of the
          date the Participant attained age 55 and the date the Participant
          terminated employment.

     (iv) The Disability Retirement Date of a Participant shall be the date the
          Participant is determined to have a Permanent and Total Disability.

(B) Full Vesting

Upon the attainment of Normal Retirement Date, Late Retirement Date, or
Disability Retirement Date, a Participant's Accounts shall be 100% vested,
except that termination of employment is not required.

(C) Payment of Retirement Benefits

In the event of the Normal or Late Retirement Date of a Participant, a
Participant may elect to receive, in accordance with Section 5 of this Article,
the full value of the Participant's Accounts. The Participant's Accounts shall
be distributed at the Participant's discretion as of any Valuation Date
following the Participant's retirement date, but not earlier than as of the next
Valuation Date. In no event, however, may a Participant who is no longer an
Employee delay the receipt of any Account balances after the Participant
attained or would have attained age 70 1/2.

(D) Early Commencement

Upon reaching age 55, a retiring Participant or a deferred vested Participant
may transfer his vested account balance to the Belden CDT Inc. Pension Plan and
receive an annuity from that plan.


                                       55

<PAGE>

Section 3 Death

If a Participant dies while employed by the Employer, the Participant's Accounts
shall be 100% vested. Upon the death of a Participant, the Employer shall direct
the Trustee to distribute after 90 days from the date of the Participant's death
the full value of the Participant's Accounts to the designated Beneficiary as
indicated in Article II, except:

     (i)  if the Beneficiary is the Participant's surviving Spouse, the Spouse
          may elect to delay payment until the time the Participant would have
          been required to receive payment if the Participant had not died and
          may then choose any form of benefit under Section 5 of this Article
          that the Participant would have been eligible for, or could have
          delayed payment to be eligible for had the Participant not died, and

     (ii) if the vested value of the benefit is not more than $5,000, such
          benefit shall be distributed in a lump sum payment without the consent
          of the Beneficiary. If the Beneficiary is the Spouse of the
          Participant, the direct rollover election as provided in Section 6 of
          this Article is required.

If a Participant dies after the Participant's employment is terminated, but
while any balance remains in the Participant's Accounts, the balance shall be
payable in accordance with this Section 3, but no additional amount shall become
vested.

Section 4 Distributions Prior to Retirement and Death

(A) Before Termination of Employment

Distributions are permitted before termination of employment only to the extent
provided in Articles XII and XIII and Sections 4(H) (effective January 1, 1999)
and 7(B) of this Article XIV of this Plan.

(B) After Termination of Employment

A Participant shall be 100% vested in the value of the Participant's (i)
Employee After-Tax Contribution Account, (ii) Elective Deferral Account, (iii)
Qualified Nonelective contributions Account, (iv) Employer Matching
Contributions Account, (v) Rollover Contribution Account, and (vi) Employer
Contribution Accounts required to be fully vested by an Addendum.


                                       56

<PAGE>

The value of a Participant's Employer Contribution Account(s) containing hourly
pension contributions or containing retiree medical credits shall be vested
according to the following schedule.

<TABLE>
<CAPTION>
Number of Years of Service   Vesting Percentage
--------------------------   ------------------
<S>                          <C>
Less than 3                           0%
3 but less than 4                    33%
4 but less than 5                    67%
5 or more                           100%
</TABLE>

Any participant of the Essex Junction facility who has earned an Hour of Service
on or after October 11, 2004 is 100% vested in his Employer Contribution
Account.

However, any Participant who has not earned an Hour of Service since the
Effective Date shall have the Participant's vested percentage determined by the
Plan's provisions in effect immediately before the Effective Date.

(C) Distribution of Vested Amounts

If a Participant elects to receive a distribution of the Participant's vested
Accounts upon termination of employment for any reason other than retirement,
death, or termination of the Plan, the vested portion of the Participant's
Accounts will be distributed to the terminated Participant, in accordance with
Section 5 of this Article, no later than 60 days following the first available
Valuation Date subsequent to the date of termination of Employment if the
Participant's election is received prior to the first available Valuation Date.

(D) Nondistribution at Termination of Employment

If a Participant elects not to receive a distribution of the Participant's
Accounts within 90 days after the Participant received a distribution request
form and notice of tax consequences, the Participant may still elect to receive
a distribution as of any Valuation Date by timely filing a distribution request
form. In no event, however, may a Participant who is no longer an Employee delay
the receipt of any Account balances after the Participant attained or would have
attained age 70 1/2. If a Participant had not elected to receive a distribution
at termination of employment, the Accounts shall be maintained by the Employer
in accordance with Article X and the Accounts shall continue to be invested in
their current Investment Funds or similar funds if the investment options are
subsequently changed by the Company unless the Participant elects otherwise in
accordance with Article XI.


                                       57

<PAGE>

Effective October 1, 1999, the Employer may charge on a uniform basis each
Participant who chooses to leave his Account Balance in the Plan after
termination of employment a reasonable administrative fee.

(E) Cash-Out

If a Participant's vested Account balance upon termination of employment for any
reason other than death or termination of the Plan is not more than $5,000, the
Company must direct the Trustee to distribute the vested Accounts in accordance
with Subsection (C) of this Section. If the balance is zero, the distribution of
the vested Accounts is deemed to occur. The Participant's consent or election is
not required for this "cash-out" distribution except that the opportunity to
make a direct rollover election as provided in Section 6 of this Article is
required and if the vested Account balances then exceeds $5,000 as of the date
of the distribution, then the Participant's consent is required.

Effective for Eligible Rollover Distributions made on or after March 28, 2005,
if a distribution is made without the Participant's consent under this
Subsection (E), the amount of the distribution is more than $1,000 but no more
than 5,000 and the Participant (excluding Participants who have attained age 65,
surviving spouses and Alternate Payees) does not affirmatively elect to receive
the distribution in the form of cash or a direct rollover or a combination of
the two forms, then the Plan Administrator will pay the distribution in a direct
rollover to an individual retirement account (IRA) designated by the Plan
Administrator.

(F) Forfeiture Event

The Participant's nonvested portion of Employer Contributions Account(s) shall
be forfeited on the earlier of (i) the date the Participant received the
distribution of the vested Employer contributions Account(s) or (ii) the date
the Participant had incurred 5 consecutive one-year Breaks in Service.

(G) Transfer of Hourly Pension Contribution to Belden CDT Inc. Pension Plan

Participants, except those employed at the Franklin, North Carolina or Clinton,
Arkansas facilities, with Hourly Pension Contributions may make a one-time
election to transfer on December 31, 1998 that portion of their Employer
Nonmatching Contributions Account attributable to hourly pension contributions
to the Belden CDT Inc. Pension Plan from this Plan. Participants who do not
elect to transfer this amount to the Belden CDT Inc. Pension Plan may instead
make a one-time election, prior to December 31, 1998, to have the Employer use
this account to purchase an annuity or they can leave this account in the Plan
until such time as the Participant would otherwise begin to receive benefits
under the Plan.


                                       58

<PAGE>

(H) Clinton, Arkansas and Carmel, Indiana locations after May 15, 1999

Due to the sale of the assets of the Clinton, Arkansas and Carmel, Indiana
locations, Participants at these locations, with an Account Balance greater than
or equal to $5,000, may elect to receive their benefit under the Plan, prior to
their termination of employment with the purchasing company. The distribution
shall be paid as a lump sum. Participants who elect to receive this distribution
may receive the lump sum in one of the following forms:

(1)  taxable distribution payable to the Participant;

(2)  rollover to an IRA; or

(3)  rollover to the Volex Retirement Plan.

The Participant must elect to receive the distribution and the distribution must
be paid no later than December 31, 2001. If a Participant does not receive his
distribution on or before December 31, 2001, the Participant may not receive a
distribution from the Plan until the Participant's termination of employment
with the purchasing company.

Effective after December 31, 2001 (subject to sunset provision P.L. 107-16.901),
a Participant of the Cord Division located at the Clinton Arkansas and Carmel
Indiana facilities who continues employment with the purchasing company shall be
a terminated employee of the Employer for purposes of this Plan and may elect to
receive any distribution for which he is otherwise eligible.

Section 5 Forms of Payment

(A) General Forms of Payment

If a Participant's termination of employment is before reaching a retirement
date defined in Section 2(A) of this Article and the Participant does not elect
to defer payment until the Participant attains age 55, the Participant may elect
that his Account balance be distributed in two parts as a percent or in a dollar
amount between:

(1)  a lump sum, or

(2)  leave in the plan (the remaining Account balance after the distribution
     must be at least $5,000).

The election must equal the total value of the Participant's Account.


                                       59

<PAGE>

Upon a Participant's retirement, or if the Participant has terminated employment
and attained age 55, the Participant may elect that his Account balance be
distributed in two parts as a percent or in a dollar amount between:

(1)  a lump sum,

(2)  leave in the plan (the remaining Account balance after the distribution
     must be at least $5,000), or

(3)  transfer (except the portion of the Participant's Account representing
     Employee After-Tax Contributions which are paid to the Participant in the
     form of a single lump sum) to the Belden CDT Inc. Pension Plan payable in
     accordance with the terms of that plan (minimum amount to transfer is
     $5,000).

The election must equal the total value of the Participant's Account.

(B) Annuity Options from the Belden CDT Pension Plan

If a Participant who has attained age 55, has terminated employment and is not
married elects payment in the form of an annuity, the annuity shall be in the
form of a life-only annuity unless the Participant specifically elects another
form of annuity on a form prescribed by the Company within ninety (90) days of
the date such Participant's benefit is to commence under the Plan.

If a married Participant who has attained age 55 and has terminated employment,
elects payment in the form of an annuity, the annuity shall be in the form of a
50% contingent annuity under which the Participant's Spouse is named as the
contingent annuitant. A married Participant may waive payment in the form of a
50% contingent annuity and elect another form of annuity on a prescribed form
within ninety (90) days of the date such Participant's benefit is to commence.
Such waiver must be in writing and must be consented to by the Participant's
Spouse. The Spouse's consent to a waiver must be witnessed by a notary public.
Notwithstanding this consent requirement, if the Participant establishes to the
satisfaction of the Company that such written consent may not be obtained
because there is no Spouse or the Spouse cannot be located, a waiver will be
deemed a qualified election. Any consent necessary under this provision will be
valid only with respect to the Spouse who signs the consent, or in the event of
an election deemed to be qualified, the designated Spouse. In addition, a
revocation of a prior waiver may be made by a Participant without the consent of
the Spouse at any time within the election period and before the commencement of
benefits and the number of revocations shall not be limited. Any consent given
by a Spouse under this Section shall be irrevocable.


                                       60

<PAGE>

Additional forms of annuity options for Participant's who have attained age 55
and have terminated employment, are the forms of payment in accordance with the
terms of the Belden CDT Inc. Pension Plan except Alternative I: Straight Life
Annuity Monthly Increasing is not available.

(C) Lump Sum Only for Mandatory Cash-Outs

If the vested portion of the Participant's Account(s) is as described under
Section 4(E), Cash-Out, such Account(s) shall be distributed in a lump sum
payment without the consent of the Participant, except the direct rollover
election as provided in Section 6 of this Article and the default election in
Section 4(E) is required.

Section 6 Direct Rollovers of Distributions

Prior to making any Eligible Rollover Distribution from this Plan, the Company
shall provide notice to the individual about to receive the distribution of the
right to elect a direct rollover and certain other tax information. The content
and timing of this notice shall comply with Code Section 402(f) and regulations.
The Company may also provide a form or other mechanism for the individual to
elect whether to have all or part of the distribution paid directly to an
Eligible Retirement Plan and to specify the plan to which the distribution is to
be paid. If the individual so elects, the Company shall cause the distribution
(or the portion designated by the individual) to be made in the form of a direct
rollover transferred to the trustee (or IRA custodian or annuity contract
issuer) of the specified Eligible Retirement Plan.

An Eligible Rollover Distribution may include Employee After-Tax Contributions.
A direct rollover of such a distribution may be made to an individual retirement
account described in Code Section 408(a) or a qualified trust described in Code
Section 401(a) if it is a defined contribution plan, not to other types of
Eligible Retirement Plans. If a Participant makes a direct rollover of only a
portion of his or her Eligible Rollover Distribution, the portion that is rolled
over consists first of pre-tax amounts.

The Company may determine rules for processing direct rollovers as long as they
comply with Code Section 401(a)(31) and regulations and they are applied on a
consistent basis. In particular, the Company may determine the reasonable means
of direct payment, reasonable election procedures, whether to process direct
rollovers of distributions of $200 or less, and whether to allow an individual
to make a direct rollover of less than $500 of only a portion of the
distribution.


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<PAGE>

Section 7 Benefit Payment Deadlines

(A) Later of 65 or Termination

Notwithstanding any other provisions of the Plan, unless the Participant elects
otherwise, the payment of benefits under this Plan shall begin not later than
the 60th day after the close of the Plan Year in which (i) the Participant
attains age 65 or (ii) the Participant terminates employment, provided that if,
at that date the amount of the benefit cannot be ascertained, payment shall
commence no later than the 60th day after the earliest date the amount of the
benefit can be ascertained under the Plan. However, for the purpose of this
Section 7(A), the Participant's failure to elect a distribution shall be
considered an election to not yet receive a distribution.

(B) Required Beginning Date

If a Participant is no longer employed or is a 5% owner as described under Code
Section 416(i), benefit payments must commence no later than the first day of
April following the calendar year in which the individual attains age 70-1/2.
The amount to be distributed each year will be determined by the Company in
accordance with any proposed or final regulations issued under Code Section
401(a)(9), including any regulations regarding the incidental death benefit
requirements.

Section 8 Distributions to Alternate Payees

If separate Accounts are created for an Alternate Payee pursuant to a court
order that the Employer has accepted as a Qualified Domestic Relations Order,
the vested portion of the Accounts shall be distributed to the Alternate Payee
as of the Valuation Date on or next following the later of the date (i) the
Employer accepts the order as a Qualified Domestic Relations Order, or (ii) the
effective date of when funds are transferred into the Alternate Payee's
Accounts. Except as provided in the Qualified Domestic Relations Order, this
distribution shall be made without obtaining the Alternate Payee's consent,
regardless of whether the portion of the Alternate Payee's Accounts is $5,000 or
greater.


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                                   ARTICLE XV

                             EFFECT OF REEMPLOYMENT

Section 1 Effect of Reemployment Prior to Retirement

(A) Prior to a Break in Service

An Employee who terminates employment and subsequently performs an Hour of
Service for the Employer prior to a Break in Service will, for the purpose of
measuring service, be deemed not to have terminated employment for purposes of
the Plan. The Employee shall be credited with Years of Service in accordance
with the definition of that term in Article I. If the Employee was a
Participant, the Employee will be eligible to make contributions again in
accordance with Article IV immediately upon the Participant's resumption of
employment. The Participant shall also have prior nonvested Employer
Contributions Account(s), if any, as of the prior date of termination of
employment fully restored first from Forfeitures and then from Employer
Contributions made specifically for that purpose.

(B) After a Break in Service

     (i) Reemployment Within 5 Consecutive One-Year Breaks in Service

     If an Employee was a Participant and had a Break in Service and
     subsequently performs an Hour of Service for the Employer prior to 5
     consecutive one-year Breaks in Service, the Employee will be eligible to
     make contributions again immediately upon the Participant's Reemployment
     Commencement Date and the Participant shall have Years of Service credited
     prior to the Break in Service reinstated.

     If a Participant was not 100% vested as of the Participant's prior date of
     termination of employment, the Participant shall have the nonvested
     Employer Contributions Account(s) as of the prior date of termination fully
     restored first from Forfeitures and then from Employer contributions made
     specifically for that purpose. If a Participant is reemployed prior to 5
     consecutive one-year Breaks in Service by an Affiliated Employer in a
     category of employees excluded from the Plan, the employee shall be deemed
     to be a transferred employee and the provisions set forth in Article III
     shall apply. Any forfeitures restored to a rehired Employee's Account shall
     not be credited with any investment gains or losses from the Valuation Date
     used for the distribution or other forfeiture event under Article XIV
     Section 4(F) until the Valuation Date coincident with or next following the
     date the nonvested portion of the Accounts is restored.


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<PAGE>

     (ii) Reemployment After 5 Consecutive One Year Breaks in Service

     If an Employee was a Participant and had a Break in Service and
     subsequently performs an Hour of Service for the Employer after 5
     consecutive one-year Breaks in Service, the Employee will be eligible to
     make contributions again as of any date on or after the Participant's
     Reemployment Commencement Date. On the date of the Participant's
     Reemployment Commencement Date, the Participant's Years of Service as of a
     prior date of termination of employment shall be reinstated if the
     Participant had vested rights in accordance with Article XIV as of a prior
     termination date. However, in no event shall a Participant who is
     reemployed after 5 consecutive one-year Breaks in Service have the
     nonvested Employer Contributions Account(s) restored.

     If a Participant is reemployed after 5 consecutive one-year Breaks in
     Service by an Affiliated Employer in a category of employees excluded from
     the Plan and if the employee had at prior termination of employment vested
     rights in accordance with Article XIV, the employee shall be deemed to be a
     transferred employee and Years of Service at the prior date of termination
     of employment shall be reinstated. In no event, however, shall the employee
     have any nonvested Employer Contributions Account(s) as of any prior
     termination restored.

     Any Forfeitures restored to a rehired Employee's Accounts shall not be
     credited with any investment gains or losses from the Valuation Date used
     for the distribution or other forfeiture event under Section 4(F) of
     Article XIV until the Valuation Date coincident with or next following the
     date the nonvested portion of the Accounts is restored.

Section 2 Effect of Reemployment After Retirement

A former Participant who received a benefit under Section 2 of Article XIV and
is rehired may elect again to contribute under the Plan as of any date on or
after the Participant's Reemployment Commencement Date.

A new set of Accounts will be established which will be credited only with the
allocations resulting from the most recent period of employment.


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<PAGE>

                                   ARTICLE XVI

                                 THE TRUST FUND

Section 1 Trust Agreement

The Company shall execute a Trust Agreement with a Trustee or Trustees to manage
and operate the Trust Fund and to receive, hold, and disburse the corpus of the
Trust fund as may be necessary to carry out the provisions of the Plan.

The Trust Agreement shall provide for designation of the fiduciary or
fiduciaries of the Plan that shall have discretion as to the securities in which
the Trust Fund shall be invested or reinvested, provided that the investments
shall be limited to those which are legal investments under ERISA, which
investment fiduciaries may include one or more Investment Managers as defined in
ERISA. The Trust Agreement shall include a provision for commingled investments
of the trust Fund in a single joint trust fund with the assets of other
qualified employee pension benefit plans maintained by the Company or by an
Affiliated Company for the purpose of pooling investment experience.

The Company may from time to time change the Trustee then serving under the
Trust Agreement for another Trustee. If a bank or trust company is designated as
Trustee, the bank or trust company shall be a bank or trust company incorporated
under the laws of the United States or of any state and qualified to operate
thereunder as trustee.

The Company may modify any Trust Agreement to accomplish the purposes of the
Plan and the Company may remove any Trustee and appoint any successor or
successors with or without cause. The Company shall provide the Trustee
appropriate notice as agreed to in the trust agreement before removing the
Trustee.

Section 2 Investment Funds

(A) The Company at its discretion may instruct the Trustee to establish one or
more Investment Funds or prospectively modify the permissible investments or
investment objectives of existing Investment Funds. The Investment Funds may
include investment funds maintained by the Trustee. The Company may direct the
Trustee to discontinue an Investment Fund or to continue an Investment Fund but
cease accepting any additional contributions to the fund.

(B) The Investment Funds shall include the Belden CDT Stock Fund in which
virtually all the fund's assets are invested in Belden CDT Stock. A minimal
portion of the Belden CDT Stock


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<PAGE>

Fund may be invested in short-term fixed income investments and money market
investments. Pursuant to the direction of the Company, the Trustee (or
investment fund manager) is authorized to acquire, hold and dispose of Belden
CDT Stock. As provided for in ERISA Section 404(a)(2), the fiduciary duty of
diversifying plan investments is not violated by the establishment and
maintenance of this Belden CDT Stock Fund. The Company may decide that this fund
not hold contributions other than Employer Matching Contributions.

Contributions to the Belden CDT Stock Fund may be paid by contributing (i) newly
issued shares of Belden CDT Stock, (ii) treasury shares of Belden CDT Stock, or
(iii) cash with the instruction to the Trustee to spend such cash to acquire
Belden CDT Stock. Contributions to other Investment Funds must be paid in cash.

Participants who have shares of Belden CDT Stock in their Participant Accounts
shall be named fiduciaries with respect to the voting of such shares and shall
have the following rights and responsibilities.

     (i)  Prior to each annual or special meeting of the shareholders of Belden
          CDT Inc., the Company shall direct the Trustee to furnish each
          Participant to whose Account shares of Belden CDT Stock are allocated
          a copy of the proxy solicitation material together with a form
          requesting confidential voting instructions with respect to the voting
          of such shares. The Company shall also direct the Trustee as to how to
          handle the voting of shares for which the Trustee does not receive
          instructions. The Company shall instruct the Trustee to vote shares on
          which instruction is received as directed by the Participants and
          shall vote shares on which no instruction is received in the same
          proportion as the shares on which instruction was received. Upon
          receipt of such instructions, the Company hereby directs the Trustee
          to then vote in person or by proxy such shares of Belden CDT Stock as
          so instructed.

     (ii) The Company shall direct the Trustee to furnish each Participant to
          whose Account shares of Belden CDT Stock are allocated notice of any
          tender or exchange offer for or a request or invitation for tenders or
          exchanges of Belden CDT Stock made to the Trustee. The Company also
          directs that the Trustee shall request from each such Participant
          instructions as to the tendering or exchanging of the shares of Belden
          CDT Stock allocated to the Participant's Account as well as to the
          tendering or exchanging of shares for which the Trustee does not
          receive instructions. The Company shall instruct the Trustee to vote
          shares on which instruction is received as directed by the
          Participants and shall vote shares on which no instruction is received
          in the same proportion as the shares on which instruction was
          received. The Company directs that the Trustee shall provide
          Participants with a reasonable period of time in which they may
          consider any such tender or exchange offer for or request or
          invitation for tenders or exchanges of Belden CDT Stock made to the
          Trustee. Within the time specified by the Trustee, as directed by the
          Company, the Trustee shall tender or exchange such shares as to which
          the Trustee has received instructions to tender or exchange.


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<PAGE>

     (iii) Instructions received from Participants by the Trustee regarding the
          voting, tendering, or exchanging of Belden CDT Stock shall be held in
          strictest confidence and shall not be divulged to any other person,
          including officers or employees of the Company, except as otherwise
          required by law, regulation, or lawful process.

(C) The Investment Fund that was primarily invested in stock of Cooper
Industries, Inc. (i) did not accept any additional contributions or
reallocations of existing account balances invested in other Investment Funds
and (ii) was discontinued effective March 31, 1997. Participants were permitted
to transfer assets out of this Investment Fund using procedures similar to those
specified in Section 3 of Article XI.

Section 3 Investment of Funds

The Investment Funds provided under Section 2 of this Article will be
established by the Trustee based on instructions from the Company, subject to
the provisions of the Trust Agreement.

The Trustee may cause any part or all of the assets of the Trust Fund to be
commingled with the funds of other qualified trusts, to the extent allowed by
law, and invested in one or more collective investment funds. The Trust Fund
assets so invested shall be subject to all of the terms of the declaration(s) of
trust creating the collective investment fund(s), which shall constitute part of
the Trust Agreement.

Section 4 Expenses

The Trust Fund shall pay all reasonable expenses of administering the Plan or
the Trust Fund. However, the Employer may, at its own discretion, pay any of
these expenses directly or reimburse the Trust Fund for the payment of any of
these expenses. In addition, to the extent required by law for investments in
Belden CDT Stock, the Employer must pay or reimburse the Trust for brokerage,
commissions and transfer taxes on the purchase or sale of the Belden CDT Stock.
Any expense paid for from the Trust Fund (or an Investment Fund within the Trust
Fund) shall reduce the net income for the Trust Fund (or the Investment Fund) as
of the Valuation Date on or next following the date the expense was paid, unless
the Company decides on a nondiscriminatory basis that a different mechanical
procedure for allocating the expenses among Participants' Accounts is more
appropriate.

Except as provided in the following Section, at no time prior to the
satisfaction of all liabilities with respect to Participants and their
beneficiaries under the trust may any part of the Trust Fund be used for, or
diverted to, purposes other than for the exclusive benefit of providing benefits
to Participants and their beneficiaries and defraying reasonable expenses of
administering the Plan.


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<PAGE>

Section 5 Return of Contributions

Contributions by the Employer are conditioned on deductibility under Code
Section 404(a). The Employer will have no right, title or interest in the
contributions made by it to the Trust Fund and no part of the Trust Fund will
revert to the Employer.

However, if a contribution made by the Employer is disallowed as a tax
deduction, the contribution will be returned to the Employer within 1 year of
the date of disallowance and if a contribution by the Employer or the
Participant in any calendar year is made by mistake of fact, the contribution
will be returned to the Employer or the Participant within 1 year of payment of
the contribution.


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<PAGE>

                                  ARTICLE XVII

                                 ADMINISTRATION

Section 1 Plan Administrator

The Company shall be the Plan Administrator for the purpose of complying with
the reporting and disclosure requirements of ERISA, as well as other actions and
duties specified by ERISA for the Plan Administrator. The Plan Administrator
shall have all of the powers and authority as may be necessary to discharge its
functions under the Plan, including, but not limited to the following:

(A) To adopt and prescribe policies and procedures to be followed by Employees
in filing applications for participation and benefits and for the furnishing and
verification of evidence and proofs necessary to establish a Participant's
benefit under the Plan. Benefits under this Plan will be paid only if the
Company decides in its discretion that the applicant is entitled to them.

(B) To develop procedures for the establishment and maintenance of records and
Participant's Accounts as may be necessary to determine a Participant's interest
under the Plan and from time to time appoint a recordkeeper.

(C) To make findings of facts and determinations as to the rights of any
Participant applying for a retirement benefit and review claims in accordance
with Section 4 of this Article and ERISA.

(D) To obtain from the Company and its affiliates, from the Trustee and from the
Participants the information as shall be necessary for the proper administration
of the Plan.

(E) To establish appropriate procedures for authorizing the Trustee to establish
Investment Funds as set forth in Article XVI and to make benefit payments from
the funds to persons entitled to benefits under the Plan.

(F) To establish procedures in accordance with law for determining whether a
court order is a Qualified Domestic Relations Order.

(G) To interpret the Plan and to decide finally and conclusively in its sole
discretion any questions that may arise in connection with the Plan.

(H) To provide Participants, the Secretary of Labor and the Secretary of the
Treasury with information as is required to be furnished by ERISA with the
appropriate officer or designee


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<PAGE>

authorized to sign any forms on behalf of the Plan Administrator.

(I) To handle direct rollovers of distributions as specified in Section 6 of
Article XIV.

(J) To decide whether a partial termination of the Plan has occurred, after
considering the situation's facts and circumstances.

(K) To determine when Participants must be notified of any temporary suspension,
limitation, or restriction of their ability to execute various transactions
under this plan (including any notices required by ERISA Section 101(i)) and to
determine the content and method of distribution of the notices.

(L) Except as needed to comply with other laws, to designate a fiduciary
responsible for ensuring that information related to ownership of employer
securities and voting, tender and similar rights is maintained in accordance
with procedures which are designed to safeguard the information's
confidentiality.

(M) If it is determined that there is a situation involving a potential for
undue employer influence upon participants regarding their exercise of
shareholder rights, to appoint an independent fiduciary (not affiliated with any
plan sponsor) to carry out the duties in (L) above.

The Company may employ such attorneys, agents, and accountants as it may deem
necessary or advisable to assist it in carrying out its duties. The Company
shall be a "named fiduciary" as that term is defined in Section 402(a)(2) of
ERISA. The Company may:

(1)  delegate and allocate any powers, authorities, or responsibilities for the
     operation and administration of the Plan, which are retained by it or
     granted to it by this Article, to the Corporate Compensation Committee or
     its designees, or the Trustee; and

(2)  designate a person or persons other than itself to carry out any of such
     powers, authorities, or responsibilities; and

provided, however, that no powers, authorities, or responsibilities of the
Trustee shall be subject to the provisions of paragraph (2) of this Section; and
provided further, that an allocation or delegation affecting the Trustee first
shall be accepted by the Trustee in writing, signed by it and delivered to the
Company.

Any act authorized, permitted, or required to be taken by the Company under the
Plan, which has not been delegated may be taken by a majority of the members of
the Board of Directors of the Company, either by vote at a meeting, or in
writing without a meeting. All notices, advice,


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<PAGE>

directions, certifications, approvals, and instructions required or authorized
to be given by the Company under the Plan shall be in writing and signed by
either:

(1)  a majority of the members of the Board of Directors of the Company;

(2)  such member or members of the Board of Directors as may be designated by an
     instrument in writing, signed by all members of the Board, as having
     authority to execute such documents on its behalf; or

(3)  a person who becomes authorized to act for the Company by the procedures
     previously described in this Section.

Subject to the claims review procedure as described in the Plan, any action
taken by the Company, the Corporate Compensation Committee or its designees,
which is authorized, permitted, or required under the Plan shall be final and
binding upon the Company, each Employer and the Trustees, all persons who have
or who claim an interest under the Plan, and all third parties dealing with any
Trustee or the Company.

The Company, the Corporate Compensation Committee or its designees shall have
the exclusive and discretionary authority to construe and to interpret the Plan,
to decide all questions of eligibility for benefits, to determine the amount and
manner of payment of such benefits and to make any determinations, whether legal
or factual, that are contemplated by (or permissible under) the terms of this
Plan, and its decisions on such matters will be final and conclusive on all
parties. Any such decision or determination shall be made in the absolute and
unrestricted discretion of the Company, the Corporate Compensation Committee or
its designees, even if (1) such discretion is not expressly called for by the
Plan provisions in question, or (2) a determination is not expressly called for
by the Plan provisions in question, and even though other Plan provisions
expressly grant discretion or call for a determination. In the event of a review
by a court, arbitrator or any other tribunal of any such decision or
determination, any exercise of discretionary authority by the Company, the
Corporate Compensation Committee or it designees shall not be disturbed unless
it is clearly shown to be arbitrary and capricious.

Section 2 Submission of Requests

Unless a provision expressly states otherwise, if an Employee, Participant, or
Beneficiary makes a request, the request must be filed with the Company or the
third party administrator retained by the Company for the purpose of
administering this Plan. As used in this Section, a request includes any
agreement, election, designation, notification, or any other similar act taken
by an Employee, Participant, or Beneficiary under this Plan.

The Company may require that the request be made (i) through a voice response
touch-tone telephone system, or Internet website, or other interactive
communication system, (ii) on a form


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<PAGE>

prepared by the Company, or (iii) by either of the preceding methods.

The Company may specify (and modify) the deadlines for submitting various types
of requests, provided that the administrative deadlines are uniformly enforced.
The Company may refuse to accept Participants' loan requests, withdrawal
requests, elections to change the percentage of Elective Deferrals, investment
elections, or requests to reallocate existing Account balances during any period
in which it is not administratively feasible to complete those transactions due
to administrative changes in the plan's procedures provided that this refusal is
uniformly enforced, provided that any required notices to Participants be
distributed as required by law.

Section 3 Limitation of Liability

The Company, the Board of Directors of the Company, the Corporate Compensation
Committee and its designees, and the Company's officers will be entitled to rely
upon all tables, certificates, and reports furnished by any recordkeeper,
actuary, accountant, servicing organization, or the Trustee and upon the
opinions given by any legal counsel, in each case duly selected by the Company.

Each fiduciary shall assume no obligation or responsibility with respect to any
act or action required under the provisions of the Plan or Trust Agreement on
the part of any other fiduciary unless the fiduciary knowingly participates in
or undertakes to conceal a breach of duty committed by any other fiduciary. If
any fiduciary has knowledge of any breach of duty by another fiduciary, the
fiduciary must take reasonable steps under the circumstances then prevailing to
remedy the breach.

The Participant must file any claim involving errors in the participant's
contribution rate or investment elections with the Company in writing within one
year of the date the Participant knew or should have known (based on information
available on the Participant Website or through the toll-free number, quarterly
statements or other information available to the Participant) that an error had
been made.

Section 4 Claims Procedure

Any denial by the Company of any claim for benefits under the Plan shall be in
writing and delivered or mailed to the Participant or Beneficiary. The notice to
the Participant or Beneficiary shall set forth the specific reasons for the
denial and shall be written in a manner calculated to be understood by a
Participant or Beneficiary. The Company shall afford a reasonable opportunity to
any Participant or Beneficiary whose claim for benefits has been denied for a
full and fair review of the decision denying the claim including the
opportunity, within 60 days after notice of the decision, to appeal in writing
to the Company, appoint someone as representative in the


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<PAGE>

review process, and to review pertinent documents relating to the denial.

The Company's decision on appeal shall be final.

(B) Limitation on Court Action

Any suit brought to contest or set aside a decision of the Plan Administrator
shall be filed in a court of competent jurisdiction within one year from the
date of receipt of written notice of the Plan Administrator's final decision or
from the date the appeal is deemed denied, if later. Service of legal process
shall be made upon the Plan by service upon the agent for service of legal
process, upon the Trustee, or upon the Plan Administrator at the respective
addresses specified in the most recent summary plan description. The Plan
Administrator may engage legal counsel to defend the Plan against lawsuits.
Attorney fees (plaintiff's attorney's fees are limited to the statutory fee
provided by ERISA) and other costs attendant to suit shall be borne by the Plan
and shall be paid by the Trustee or Insurer upon the written direction of the
Company. If the Company or Plan Administrator determines that it is in the best
interest of the Plan to initiate legal action, then it may employ counsel to do
so, and all expenses of suit shall be borne by the Plan as provided above. No
legal action to recover Plan benefits or to enforce or clarify rights under the
Plan shall be commenced under Section 502(a)(1)(B) of ERISA, or under any other
provision of law, whether or not statutory, until the claimant first shall have
exhausted the claims and review procedures available to him hereunder.

Section 5 QDRO Procedure

As authorized by Section 1(F) of this Article, the following procedures apply
unless modified by the Company.

Within 90 days after receiving any domestic relations order purporting to affect
a Participant's Accounts in this Plan, the Company or its designee) shall
determine whether the order is a Qualified Domestic Relations Order and notify
the Participant and each Alternate Payee. If the Company determines that the
order does not constitute a Qualified Domestic Relations Order, then it shall
explain why the order fails to be a Qualified Domestic Relations Order.

If the above action is not accomplished within 30 days after receiving any
domestic relations order, then the Company shall first notify the same
individuals that it received the order and that it will determine whether the
order is a Qualified Domestic Relations Order within 90 days after the order was
received.

Each Alternate Payee may designate a representative for receipt of copies of
notices sent pursuant to this Section.


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<PAGE>

As soon as administratively feasible after receiving a domestic relations order,
the Company may refuse to honor any loan, withdrawal, or distribution requests
affecting the Participant's Accounts. This refusal shall last until the order is
determined to be a Qualified Domestic Relations Order (in which case the
Accounts will be subject to the terms of the order) or the Alternate Payee(s)
notify the Company that the parties no longer intend to submit a Qualified
Domestic Relations Order affecting the Participant's Accounts. This provision is
intended solely to simplify the Plan's administration, and the Company does not
hereby assume any duty toward the Alternate Payee prior to the date the order is
determined to be a Qualified Domestic Relations Order.


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<PAGE>

                                  ARTICLE XVIII

                                   AMENDMENTS

Section 1 Right to Amend

The Company reserves the right to make any amendments to the Plan, with or
without retroactive effect. Amendments shall be made by resolution of the
Company's Board of Directors or by any persons authorized by resolution of the
Directors to make amendments. The Company may make any amendment necessary to
acquire and maintain a qualified status for the Plan under the Code and ERISA.

Section 2 Restrictions on Amendments

Except as may be required by the regulatory provisions of the Code for purpose
of meeting the conditions for qualification, no modification or amendment of any
of the provisions of the Plan or its operation may be made if, by reason of the
modifications or amendment, any Participant would be deprived retroactively of
any benefits he would be entitled to under the Plan.

No Participant or other person having an already vested interest in the Trust
Fund shall be deprived of the interest unless the action is required to qualify
the Trust Fund under the applicable provisions of the Code or of ERISA. Any
amendment to the vesting schedule in Section 4 of Article XIV must not lower any
Participant's vesting percentage. Participants with at least 3 Years of Service
must always be credited with the better vesting percentage under the amended
schedule or the vesting schedule prior to the amendment or be permitted to
elect, within a reasonable period after the adoption of the amendment, to have
their nonforfeitable percentages computed under the vesting schedule prior to
the amendment. For the sole purpose of identifying whether a Participant has at
least 3 Years of Service in the preceding sentence, the Break in Service rules
and any other exceptions in Code Section 411(a)(4) shall be ignored.

Except as expressly provided by applicable law, no amendment may eliminate an
optional form of distribution for money in a Participant's Accounts as of the
effective date of the amendment.

Section 3 Merger of Plan

If the Plan is amended to provide a merger or consolidation with or the transfer
of assets or liabilities to another plan which is qualified under the provisions
of Code Section 401, each Participant must be entitled to receive a benefit
immediately after the merger, consolidation or transfer which is at least equal
to the benefit which the Participant would have been entitled to


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<PAGE>

receive immediately before the merger, consolidation or transfer as if the Plan
had been terminated at that time.


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<PAGE>

                                   ARTICLE XIX

                              TOP HEAVY PROVISIONS

Section 1 Definitions

1. "Aggregation Group" shall mean this Plan, any other qualified plan of an
Affiliated Employer in which a Key Employee is a participant or was during any
of the four preceding Plan Years (including any plans that have terminated
during that period of time) and any other qualified plan which the Employer
aggregates with this Plan for the purposes of Code Sections 401(a)(4) or 410.

2. "Determination Date" shall mean, with respect to any Plan Year, the last day
of the preceding Plan Year, except that in the case of the first Plan Year the
Determination Date shall be the last day of that Plan Year. Any Employee's
status as a Key Employee for any Plan Year will be based on the Determination
Date for that Plan Year.

3. "Key Employee" shall mean any employee or former employee of an Affiliated
Employer (and the beneficiary of any deceased employee) who at any time during
the Plan Year was: (i) an officer of an Affiliated Employer who had annual
Compensation for a Plan Year, greater than $130,000, As Adjusted; (ii) a 5%
owner of an Affiliated Employer, or (iii) a 1% owner of an Affiliated Employer
who has a Compensation from an Affiliated Employer of more than $150,000. For
purposes of this definition, "Compensation" shall have the definition specified
in Article IX, Section 1. Any questions regarding the determination of who is a
Key Employee shall be made in accordance with Code Section 416(i)(1) and the
regulations thereunder.

4. The Plan is "Top-Heavy" for any Plan Year if the Top-Heavy Ratio for the
Aggregation Group exceeds 60%. However, effective for Plan Years beginning after
December 31, 2001, if the Plan is the only plan in its Aggregation Group and
consists solely of a cash or deferred arrangement that meets the safe harbor
requirements of Code Section 401(k)(12) and matching contributions that meet the
safe harbor requirements of Code Section 401(m)(11), then the Plan is not
Top-Heavy regardless of the Plan's Top-Heavy Ratio.

5. "Top-Heavy Ratio" for the Aggregation Group shall mean a fraction, the
numerator of which is the sum of the present values of the accrued benefits
under the defined benefit plan(s) maintained by an Affiliated Employer and the
sum of the Account balances under the defined contribution plan(s) maintained by
an Affiliated Employer (including any Simplified Employee Pension Plan) for all
Key Employees as of the Determination Date (including any part of any accrued
benefits or Account balances distributed in the 5 year


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<PAGE>

period ending on the Determination Date), and the denominator of which is the
sum of all accrued benefits or Account balances (including any part of any
accrued benefit or Account balance distributed in the 5 year period ending on
the Determination Date) of all employees as of the Determination Date. The
accrued benefit or Account balance of any employee who has not performed any
Hours of Service with an Affiliated Employer at any time during the 5 year
period ending on the Determination Date shall not be taken into account in the
determination of the fraction. For Plan Years beginning after December 31, 2001,
the other portions of this definition shall be applied substituting "1 year
period" for "5 year period" only for distributions made because of Termination
of Employment, death, or disability.

(A) The present value of accrued benefits will be determined as of the most
recent actuarial valuation, or anniversary date thereof, that falls within the
12 month period ending on the Determination Date.

(B) For purposes of establishing present value to compute the Top-Heavy Ratio,
any benefit shall be discounted only for mortality and interest on the basis of
the UP 1984 Mortality Table and an assumed compound rate of interest of 5%.

(C) The calculation of the Top-Heavy Ratio, and the extent to which
distributions, rollovers, and transfers are taken into account will be made in
accordance with Code Section 416 and the regulations thereunder.

(D) If the Aggregation Group includes more than just this Plan, the value of
Account balances and accrued benefits will be calculated with reference to the
Determination Dates that fall within the same calendar year.

(E) Solely for the purpose of determining if this Plan is Top-Heavy, the accrued
benefit of an employee other than a Key Employee shall be determined under (1)
the method, if any, that uniformly applies for accrual purposes under all plans
maintained by an Affiliated Employer, or (2) if there is no such method, as if
the benefit accrued not more rapidly than the slowest accrual rate permitted
under the fractional accrual rate of Code Section 411(b)(1)(C).


                                       78

<PAGE>

Section 2 Minimum Benefit Requirement

For any Plan Year in which the Plan is Top-Heavy, each Participant or eligible
Employee who is not a Key Employee and who has not separated from service by the
end of the Plan Year shall accrue a minimum benefit which is the lesser of: (i)
3% of the person's Compensation; or, (ii) the largest percentage of Employer
Contributions and Elective Deferrals expressed as a percentage of Compensation
allocated on behalf of any Key Employee for that Plan Year. For the purpose of
accruing a minimum benefit for an Employee who is not a Key Employee, Elective
Deferrals and Employee After-Tax Contributions are not considered. If a
Participant who is not a Key Employee is also covered under a defined benefit
plan of the Employer which is also Top-Heavy, the Participant shall be entitled
to, instead of the benefit stated above, the minimum benefit payable under the
defined benefit plan for the Plan Year. For purposes of this Section,
"Compensation" shall have the definition specified in Article IX, Section 1,
except that it shall not take into consideration a Participant's Compensation to
the extent it exceeds the Compensation Limit.

Section 3 Vesting

Notwithstanding the provisions of Section 4 of Article XIV, during any Plan Year
during which the Plan is Top-Heavy, the value of a Participant's Employer
Contributions Account(s) shall be vested according to the following schedule:

<TABLE>
<CAPTION>
Number of Years of Service   Vesting Percentage
--------------------------   ------------------
<S>                          <C>
Less than 2                           0%
2 but less than 3                    20%
3 but less than 4                    40%
4 but less than 5                    67%
5 or more                           100%
</TABLE>

During any succeeding plan Year during which the Plan is no longer Top-Heavy,
the vesting percentage shall be the greater of the percentage determined the
last Plan Year when the Plan was Top-Heavy and the vesting percentage for the
current year determined under Section 4 of Article XIV. However, each
Participant with 3 or more Years of Service during the last Plan Year when the
Plan was Top-Heavy shall continue to use the greater vesting percentage for the
current year under the vesting schedule provided in this Section or the schedule
provided in Section 4 of Article XIV.


                                       79

<PAGE>

                                   ARTICLE XX

                            MISCELLANEOUS PROVISIONS

Section 1 Facility of Payment

If any Participant or Beneficiary to whom a benefit is payable is unable to care
for the Participant's or Beneficiary's affairs because of illness, either mental
or physical, or accident, any payment due (unless prior claim shall have been
made by a duly qualified guardian or other legal representative) may be paid to
an individual with power of attorney deemed by the Employer to have incurred
expenses for the Participant or Beneficiary. This payment shall be made from the
Accounts of the Participant or Beneficiary and shall be a complete discharge of
any liability of the Plan for the Participant or Beneficiary. No heirs or
personal representative of a deceased Participant or Beneficiary shall have any
claim to a retirement benefit payable to the Participant or Beneficiary, except
as is payable under the terms of the Plan.

Section 2 Nonalienation of Benefits

The Trust Fund shall not in any manner be liable or subject to the debts or
liabilities of any Participant or Beneficiary. No right or benefit under the
Plan shall be subject at any time or in any manner to alienation, sale,
transfer, assignment, pledge or encumbrance of any kind, except with respect to
a Qualified Domestic Relations Order and other exceptions under Code Section
401(a)(13).

Section 3 Right of Employer

The right of the Employer to employ, discipline, or discharge Employees shall
not be affected by reason of any of the provisions of the Plan.

Section 4 Leased Employees

Notwithstanding any other provisions of the Plan, for purposes of determining
the number or identity of Highly Compensated Employees or for purposes of the
pension requirements of Code Section 414(n)(3), the employees of the Employer
shall include Leased Employees included in the definition of "Employees" in
Article I.


                                       80

<PAGE>

Leased Employees shall not be treated as Employees if Leased Employees
constitute less than twenty percent (20%) of the Affiliated Employers' nonhighly
compensated work force within the meaning of Code Section 414(n)(5)(C)(ii) and
the Leased Employees are covered by a money purchase pension plan providing (i)
a nonintegrated employer contribution rate of at least 10 percent of
compensation as defined in Code Section 415(c)(3) but including amounts
contributed pursuant to a salary reduction agreement which are excludable from
the employee's gross income under Code Sections 125, 402(e)(3), 402(h), or
403(b), (ii) immediate participation, and (iii) full and immediate vesting.

Leased Employees also shall not be treated as Employees (except for the purposes
mentioned in the first paragraph) and shall not be Employees eligible to
participate in the Plan, except that if the Plan would be disqualified under
Code Section 410(b) by the enforcement of this paragraph for any Plan Year,
Leased Employees shall be considered Employees eligible to participate in the
Plan.

Section 5 Plan Type

This defined contribution plan is established by the Company for the exclusive
benefit of eligible employees and their beneficiaries. The Plan is intended to
qualify and satisfy the requirements of the Internal Revenue Code Sections
401(a) and 501 and regulations promulgated under it.

This plan is also intended to constitute a plan described in section 404(c) of
the Employee Retirement Income Security Act (ERISA).


                                       81

<PAGE>

                                   ARTICLE XXI

                               TERMINATION OF PLAN

If the Board of Directors of the Employer should abandon the Plan, if
contributions to the Trust Fund should be permanently discontinued, if the
Employer should liquidate and dissolve, if a receiver for the Employer is
appointed, or if the Board should terminate or partially terminate the Plan, the
Accounts of all current and former Participants affected by the termination or
partial termination as then appearing upon the records of the Employer shall
become 100% vested in each Participant and the amounts carried in said Accounts
shall be revalued and adjusted as previously provided. The cash and other
specific property and any unallocated Forfeitures shall be allocated in the
manner provided in Article X. Unless an Affiliated Employer establishes or
maintains a "successor plan" as that term is used in Treasury Regulation Section
1.401(k)-1(d)(3), the Accounts shall be distributed, assigned, and paid over
without unreasonable delay in kind or in cash to the Participants.

Before making any payments, distribution, or assignments, the Trustee and any
legal counsel shall be entitled first to payment by the Employer of expenses and
charges of the Trustee and its counsel incident to the operation and termination
of the Trust Fund. In case the Employer does not pay the expenses and charges,
the Trustee shall have a lien on the property remaining in its hands, the assets
distributable to Participants being liable for a pro rata share of the expenses
and charges until the Trustee and its counsel have been paid.


                                       82

<PAGE>

                                  ARTICLE XXII

                           GOVERNING LAW AND ADOPTION

The Plan and all rights under it will be governed, construed, and administered
in accordance with ERISA and the laws of the State of Delaware.

The Employer hereby amends and restates the Belden CDT Inc. Retirement Savings
Plan.

IN WITNESS WHEREOF this Plan has been executed on this 30th day of December,
2004.

                                        BELDEN CDT INC.


                                        By: /s/ Cathy Odom Staples
                                            ------------------------------------
                                            Cathy Odom Staples

                                        Title: Vice President, Human Resources


                                        WITNESS:


                                        By: /s/ Eivind J. Kolemainen
                                            ------------------------------------
                                            Eivind J. Kolemainen

                                        Date: 12/30/04


                                       83

<PAGE>

                     BELDEN CDT INC. RETIREMENT SAVINGS PLAN

                                    ADDENDUM

                   LISTING OF COVERED COMPANIES AND LOCATIONS
                            PRIOR TO JANUARY 1, 2005

<TABLE>
<CAPTION>
Covered Companies/Locations            Effective Date
---------------------------            --------------
<S>                                    <C>
Richmond, Indiana                      August 1, 1993

Carmel, Indiana                        August 1, 1993 through May 15, 1999
                                       (business sold)

Clinton, Arkansas                      August 1, 1993 through May 15, 1999
                                       (business sold)

Essex Junction, Vermont                August 1, 1993

Franklin, North Carolina               August 1, 1993 through August 31, 1999
                                       (plant closing)

Monticello, Kentucky                   August 1, 1993

Tompkinsville, Kentucky                August 1, 1993

All Domestic Sales Offices             August 1, 1993

Apple Creek, Ohio                      January 1, 1996 through December, 1996
                                       (plant closing)

Fort Mill, South Carolina              January 1, 1998
(Formerly Charlotte, North Carolina)

Independent Cable, Inc.                December 31, 2001
Hudson, Massachusetts

Alpha Wire Company                     October 1, 1999

Belden Technologies, Inc.              January 1, 2000

Belden Communications Company          January 1, 2000 through December 31, 2004
(Phoenix, AZ)                          (business sold)
</TABLE>


                                       84

<PAGE>

                     BELDEN CDT INC. RETIREMENT SAVINGS PLAN

                                    ADDENDUM
                              for the Merger of the
                           AEC RETIREMENT SAVINGS PLAN

                                       and

                              for the employees of
                            the Apple Creek facility

Effective July 1, 1996, the AEC Retirement Savings Plan is merged into the Plan.
The accounts from the AEC Retirement Savings Plan are subject to the rules for
the Accounts of the Plan which hold similar types of contributions.

Effective January 1, 1996 the employees at the Apple Creek, Ohio facility are
eligible to participate in the Plan. The employees at the Apple Creek, Ohio
facility are treated as specified in the Plan except as noted below.

1.   Article I, Years of Service definition: Service with American Electric
     Cordsets shall be credited for the purpose of computing Years of Service.

2.   Article VII, Section 3(B): Apple Creek, Ohio employees are not allocated
     Hourly Pension Contributions.

3.   Article XII, Section 1(B)(i): One-half of the amount in all accounts
     transferred from the AEC Retirement Savings Plan are available for loans,
     in addition to the other Accounts listed in the Plan.

4.   Article XIII, Section 3: The amount available for hardship withdrawal
     includes all accounts transferred from the AEC Retirement Savings Plan
     except for investment earnings on elective deferrals since December 31,
     1988.

5.   Article XIII, Section 5: For age 59 1/2 withdrawals, the once per calendar
     year and at least $500 restrictions do not apply to amounts transferred
     from the AEC Retirement Savings Plan.

6.   Article XIV, Section 4(B): All accounts transferred from the AEC Retirement
     Savings Plan shall be 100% vested.

7.   Article XIV, Section 5: Prior to the later of January 1, 2001 or ninety
     days after November 9, 2000 (the date the affected Participants were mailed
     a Summary of material Modification that reflects the elimination of this
     payment option), a Participant may elect to receive all


                                       85

<PAGE>

     accounts transferred from the AEC Retirement Savings Plan in the form of
     immediate installment payments continuing no longer than the Participant's
     life expectancy or the Participant's and designated Beneficiary's joint
     life expectancy. A Participant could only receive all accounts in the form
     of immediate installment payments if the vested value of his AEC account
     balance under this Plan exceeds $5,000.


                                       86

<PAGE>

                  BELDEN WIRE & COMPANY RETIREMENT SAVINGS PLAN

                                    ADDENDUM
                                     for the
                   Employees at the Richmond, Indiana Facility

Effective April 1, 1996, the employees at the Richmond, Indiana facility are
treated as specified in the Plan except as noted below.

1.   Article VII, Section 3(B): Prior to January 1, 1999 Richmond, Indiana
     employees have the following contribution rates.

<TABLE>
<CAPTION>
Position/Grade   Contribution Rate
--------------   -----------------
<S>              <C>
I                       $0.44
II                      $0.46
III                     $0.51
IV                      $0.57
</TABLE>

2.   Article XIV, Section 4 (B): A separate Account shall be maintained with
     respect to benefits that were transferred from the Cooper Savings Plan
     which were originally transferred from the Belden Corporation Hourly
     Pension Plan. This Account shall be 100% vested.

3.   Retiree Medical Credits

Prior to January 1, 1999, Richmond Plan Hourly Employees are allocated an
additional Employer Nonmatching Contribution each month or partial month for
which they receive Compensation if they did not attain age 55 prior to May 1,
1982 and if they have been continuously employed since September 30, 1989.
Whether Employees are treated as employed on September 30, 1989 (including
employees who were on leave, on severance payments, laid off, or disabled) will
be determined in accordance with the rules in the Employer's comprehensive
retiree medical plan.

The amount of the monthly contribution is determined by the following chart. For
employees born before 1940, the amount depends on whether the employee elected
to not have retiree medical coverage or failed to make an election ("Option A")
or elected to enroll in the Employer's comprehensive medical plan for up to 5
years at retirement ("Option B").


                                       87

<PAGE>

<TABLE>
<CAPTION>
Year of Birth   Monthly Contribution
-------------   --------------------
<S>             <C>
1964 or later            $10
1963                     $11
1962                     $13
1961                     $15
1960                     $17
1959                     $19
1958                     $21
1957                     $23
1956                     $25
1955                     $27
1954                     $29
1953                     $31
1952                     $34
1951                     $37
1950                     $40
1949                     $44
1948                     $48
1947                     $52
1946                     $54
1945                     $60
1944                     $65
1943                     $70
1942                     $75
1941                     $80
1940                     $90
</TABLE>

<TABLE>
<CAPTION>
                  Option A   Option B
                  --------   --------
<S>               <C>        <C>
1939                $105        $60
1938                $110        $60
1937                $115        $65
1936                $120        $65
1935                $125        $70
1934 or earlier     $130        $75
</TABLE>


                                       88

<PAGE>

                  BELDEN WIRE & COMPANY RETIREMENT SAVINGS PLAN

                                    ADDENDUM
                                     for the
                   Employees at the Clinton, Arkansas Facility

Effective April 1, 1996, the employees at the Clinton, Arkansas facility are
treated as specified in the Plan except as noted below.

1.   Article VII, Section 3(B): Clinton, Arkansas employees have the following
     contribution rates.

<TABLE>
<CAPTION>
Position/Grade   Contribution Rate
--------------   -----------------
<S>              <C>
I                       $0.26
II                      $0.30
III                     $0.36
</TABLE>

2.   Article XIV, Section 4 (B): A separate Account shall be maintained with
     respect to benefits that were transferred from the Cooper Savings Plan
     which were originally transferred from the Clinton Plant Pension Plan. This
     Account shall be 100% vested.

3.   Effective April 30, 1999, the Employees of Clinton, Arkansas Facility shall
     be 100% vested in their hourly contribution accounts.


                                       89

<PAGE>

                     BELDEN CDT INC. RETIREMENT SAVINGS PLAN

                                    ADDENDUM
                                     for the
                Employees at the Essex Junction, Vermont Facility

Effective April 1, 1996, the employees at the Essex Junction, Vermont facility
are treated as specified in the Plan except as noted below.

1.   Article VII, Section 3 (B): Prior to January 1, 1999, Essex Junction,
     Vermont employees have the following contribution rates.

<TABLE>
<CAPTION>
Position/Grade   Contribution Rate
--------------   -----------------
<S>              <C>
I                      $0.42*
II                     $0.46*
III                    $0.53*
</TABLE>

*    Rates changed to $0.39 (Position Grade I), $0.43 (Position Grade II), and
     $0.50 (Position Grade III) effective October 31, 1994 and then changed to
     the above rates on October 7, 1996."


                                       90

<PAGE>

                     BELDEN CDT INC. RETIREMENT SAVINGS PLAN

                                    ADDENDUM
                                     for the
               Employees at the Franklin, North Carolina Facility

Effective April 1, 1996, the employees at the Franklin, North Carolina facility
are treated as specified in the Plan except as noted below.

1.   Article VII, Section 3 (B): Franklin, North Carolina employees have the
     following contribution rates.

<TABLE>
<CAPTION>
Position Grade   Contribution Rate
--------------   -----------------
<S>              <C>
I                      $0.29
II                     $0.32
III                    $0.38
</TABLE>

2.   Article XIV, Section 4 (B): A Separate Account shall be maintained with
     respect to benefits that were transferred form the Cooper Savings Plan
     which were originally transferred from the Franklin Plant Pension Plan.
     This Account shall be 100% vested.

3.   Effective January 4, 1999, the Employees of the Franklin, North Carolina
     Facility shall be 100% vested in their hourly contribution accounts.


                                       91

<PAGE>

                  BELDEN WIRE & COMPANY RETIREMENT SAVINGS PLAN

                                    ADDENDUM
                                     for the
                 Employees at the Monticello, Kentucky Facility

Effective April 1, 1996, the employees at the Monticello, Kentucky facility are
treated as specified in the Plan except as noted below.

1.   Article VII, Section 3(B): Prior to January 1, 1999 Monticello, Kentucky
     employees have the following contribution rates.

<TABLE>
<CAPTION>
Position/Grade   Contribution Rate
--------------   -----------------
<S>              <C>
I                      $0.33*
II                     $0.40*
III                    $0.46*
</TABLE>

*    Rates changed to $0.30 (Position Grade I), $0.37 (Position Grade II), and
     $0.43 (Position Grade III) effective September 5, 1994 and then changed to
     the above rates on September 2, 1996.

2.   Article XIV, Section 4 (B): A separate Account shall be maintained with
     respect to benefits that were transferred from the Cooper Savings Plan
     which were originally transferred from the Monticello Plant Pension Plan.
     This Account shall be 100% vested.


                                       92

<PAGE>

                     BELDEN CDT INC. RETIREMENT SAVINGS PLAN

                                    ADDENDUM
                                     for the
                Employees at the Tompkinsville, Kentucky Facility

Effective April 1, 1996, the employees at the Tompkinsville, Kentucky facility
are treated as specified in the Plan except as noted below.

1.   Article VII, Section 3 (B): Prior to January 1, 1999, Tompkinsville,
     Kentucky employees have the following contribution rates.

<TABLE>
<CAPTION>
Position/Grade   Contribution Rate
--------------   -----------------
<S>              <C>
I                      $0.31*
II                     $0.37*
III                    $0.42*
</TABLE>

*    Rates changed to $0.28 (Position Grade I), $0.34 (Position Grade II), and
     $0.38 (Position Grade III) effective July 11, 1994 and then changed to the
     above rates on July 10, 1995.


                                       93

<PAGE>


                     BELDEN CDT INC. RETIREMENT SAVINGS PLAN

                                    Addendum
                                     for the
               Employees at the Charlotte, North Carolina Facility

Effective January 1, 1998, the employees at the Charlotte, North Carolina
facility are treated as specified in the Plan except as noted below.

1.   Article XIII, Section 5: A Participant who is an Employee and who has
     attained the age of 59 1/2 may elect in writing to withdraw all or a
     portion of the Participant's Accounts due to the transfer from the ICI
     Profit Sharing/401(k) Plan as frequently as desired.

2.   Article XIV, Section 5: Prior to the later of January 1, 2001 or ninety
     days after November 9, 2000 (the date the affected Participants were mailed
     a Summary of Material Modification that reflects the elimination of this
     payment option), upon termination of employment with the Employer, a
     Participant may receive the value of the ICI Profit Sharing/401(k) Plan
     Account(s) in a single life annuity or as a joint & survivor annuity as
     provided under the ICI Profit Sharing/401(k) Plan by transferring the value
     of his ICI Profit Sharing/401(k) Plan Account to the Belden CDT Inc.
     Pension Plan and receive the annuity from that plan. A Participant could
     only transfer the value of the ICI Profit Sharing/401(k) Plan Account(s) if
     the vested value of his ICI account balance under this Plan exceeds $5,000,
     prior to his attainment of age 55.

3.   Article XIV, Section 4(B): Separate Accounts shall be maintained with
     respect to benefits that will be transferred from the ICI Profit
     Sharing/401(k) Plan to the Plan effective April 1, 1998. The amount
     transferred to the Plan shall be the Participant's ICI Profit
     Sharing/401(k) Plan account balance as of March 31, 1998. Each Participant
     shall be 100% vested in all monies transferred from the ICI Profit
     Sharing/401(k) Plan.


                                       94

<PAGE>

                     BELDEN CDT INC. RETIREMENT SAVINGS PLAN

                                    ADDENDUM
                                     for the
                         Employees of Alpha Wire Company
                           an unincorporated division
                                       of
                           Belden Wire & Cable Company

Section 1 Merger

Effective October 1, 1999, the Belden Wire & Cable Company Savings Plan was
merged into this Plan. The transfer of the Belden Wire & Cable Company Savings
Plan assets and liabilities to this Plan and the trust fund hereunder occurred
on or about October 1, 1999. As a result of that merger, the benefits of all
participants of the Belden Wire & Cable Company Savings Plan shall be paid by
this Plan, subject to the terms of this Addendum. Such participants of the
Belden Wire & Cable Company Savings Plan shall accordingly become Participants
of this Plan as of October 1, 1999, and shall be covered by the terms of this
Plan subject to the terms of this Addendum as to the provisions enumerated
below.

Section 2 Active and Terminated Vested Belden Wire & Cable Company Savings Plan
Participants on September 30, 1999

Effective October 1, 1999, all benefits of Belden Wire & Cable Company Savings
Plan participants who:

     (a)  were actively employed by the Employer on September 30, 1999; or

     (b)  had terminated employment with the Employer prior to September 30,
          1999 with a vested right to a benefit under the Belden Wire & Cable
          Company Savings Plan but had not yet begun to receive that benefit

shall become liabilities of this Plan and shall be paid by this Plan in
accordance with the terms of this Plan subject to the terms of this Addendum.

Section 3 Protection of Benefits

Each former Belden Wire & Cable Company Savings Plan participant (whether or not
actively employed on September 30, 1999) shall, if the Plan then terminated,
receive a benefit under this Plan immediately after the merger and transfer of
assets and liabilities described in this Addendum at least as great as the
benefit which such participant would have been entitled to


                                       95

<PAGE>

receive from the Belden Wire & Cable Company Savings Plan immediately before the
merger, if the Belden Wire & Cable Company Savings Plan had then terminated.


                                       96

<PAGE>

                     BELDEN CDT INC. RETIREMENT SAVINGS PLAN

                                    ADDENDUM
                           for the Participants of the
       Cable Systems International Inc. Management Long Term Savings Plan

Section 1 Merger

Effective January 1, 2000, the Cable Systems International Inc. Management Long
Term Savings Plan was merged into this Plan. The transfer of the Cable Systems
International Inc. Management Long Term Savings Plan assets and liabilities to
this Plan and the trust fund hereunder occurred on or about January 11, 2000. As
a result of that merger, the benefits of all participants of the Cable Systems
International Inc. Management Long Term Savings Plan shall be paid by this Plan,
subject to the terms of this Addendum. Such participants of the Cable Systems
International Inc. Management Long Term Savings Plan shall accordingly become
Participants of this Plan as of January 1, 2000, and shall be covered by the
terms of this Plan subject to the terms of this Addendum as to the provisions
enumerated below.

Section 2 Active and Terminated Vested Cable Systems International Inc.
Management Long Term Savings Plan Participants on December 31, 1999

Effective January 11, 2000, all benefits of Cable Systems International Inc.
Management Long Term Savings Plan participants who:

     (a)  were actively employed by the Cable Systems International Inc. on
          January 10, 2000; or

     (b)  had terminated employment with the Cable Systems International Inc.
          prior to January 10, 2000 with a vested right to a benefit under the
          Cable Systems International Inc. Management Long Term Savings but had
          not yet begun to receive that benefit

shall become liabilities of this Plan and shall be paid by this Plan in
accordance with the terms of this Plan subject to the terms of this Addendum.

Section 3 Protection of Benefits

Each former Cable Systems International Inc. Management Long Term Savings Plan
participant (whether or not actively employed on January 10, 2000) shall, if the
Plan then terminated, receive a benefit under this Plan immediately after the
merger and transfer of assets and liabilities described in this Addendum at
least as great as the benefit which such participant would have


                                       97

<PAGE>

been entitled to receive from the Cable Systems International Inc. Management
Long Term Savings Plan immediately before the merger, if the Cable Systems
International Inc. Management Long Term Savings Plan had then terminated.

Section 4 Benefit Provisions

Effective January 1, 2000, the management employees at Belden Communications
Company are treated as specified in the Plan except as noted below.

1.   Article III, Section 1: Management employees of Belden Communications
     Company on January 1, 2000 shall be eligible to participate in the Plan
     effective January 1, 2000.

2.   Account balances prior to January 11, 2000 will be subject to the rules
     under the prior plan until the transfer of assets and liabilities occurs on
     January 11, 2000.

3.   Article XIII, Section 4: Other In Service Withdrawals A Participant may
     withdraw from the Participant's Rollover Contribution Account and the
     Participant's Employee After-Tax Contribution Account once every six
     months.


                                       98

<PAGE>

                                 BELDEN CDT INC.
                             RETIREMENT SAVINGS PLAN
                                    ADDENDUM

                           FOR THE PARTICIPANTS OF THE
      SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF INDEPENDENT CABLE, INC.

Section 1 Merger

Effective December 31, 2001, the Savings and Investment Plan for Employees of
Independent Cable, Inc. was merged into this Plan. The transfer of the Savings
and Investment Plan for Employees of Independent Cable, Inc. assets and
liabilities to this Plan and the trust fund hereunder is expected to occur on or
about April 1, 2002. As a result of that merger, the benefits of all
participants of the Savings and Investment Plan for Employees of Independent
Cable, Inc. Plan shall be paid by this Plan, subject to the terms of this
Addendum. Such participants of the Savings and Investment Plan for Employees of
Independent Cable, Inc. shall accordingly become Participants of this Plan as of
December 31, 2001, and shall be covered by the terms of this Plan subject to the
terms of this Addendum as to the provisions enumerated below.

Section 2 Terminated Vested Savings and Investment Plan for Employees of
Independent Cable, Inc. Participants on December 31, 2001. (There were no active
employees in the Savings and Investment Plan for Employees of Independent Cable,
Inc. on or after December 31, 2001.)

Effective April 1, 2002 all benefits of the Savings and Investment Plan for
Employees of Independent Cable, Inc. participants who had terminated employment
with Independent Cable, Inc. prior to March 31, 2002 with a vested right to a
benefit under the Savings and Investment Plan for Employees of Independent
Cable, Inc. but had not yet begun to receive that benefit shall become
liabilities of this Plan and shall be paid by this Plan in accordance with the
terms of this Plan including this Addendum.

Section 3 Protection of Benefits

Effective December 31, 2001, the former participants in the Savings and
Investment Plan for Employees of Independent Cable, Inc. are treated as
specified in the Plan except as noted below.

1.   Article XIV, Section 5: Prior to the later of January 1, 2002 or ninety
     days after January 10, 2002 (the date the affected Participants were mailed
     a Summary of Material Modification that reflects the elimination of this
     payment option), upon termination of employment with the Employer, a
     Participant may receive the value of the Savings and Investment Plan for
     Employees of Independent Cable, Inc. Account(s) in a single life annuity or
     as a joint & survivor annuity as provided under the Savings and Investment
     Plan for Employees of Independent Cable, Inc. by transferring the value of
     his Savings and Investment Plan for


                                       99

<PAGE>

     Employees of Independent Cable, Inc. Accounts to the Belden CDT Inc.
     Pension Plan and receive the annuity from that plan. A Participant can only
     transfer the value of the Savings and Investment Plan for Employees of
     Independent Cable, Inc. Accounts if the vested value of all Account(s)
     under this Plan exceeds $5,000.

2.   Article XIV, Section 4(B): Separate Accounts shall be maintained with
     respect to benefits that will be transferred from the Savings and
     Investment Plan for Employees of Independent Cable, Inc. to the Plan April
     1, 2002, the Account balance transferred shall be the Participant's Account
     balance as of March 31, 2002. Each Participant shall be 100% vested in all
     monies transferred in this transfer from the Savings and Investment Plan
     for Employees of Independent Cable, Inc."


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<PAGE>

                     BELDEN CDT INC. RETIREMENT SAVINGS PLAN

                                    ADDENDUM
                           for the Participants of the
                           CDT Retirement Savings Plan

Effective January 1, 2005, the CDT Retirement Savings Plan was merged into this
Plan after the transfer of all accounts for active and former employees and
their Beneficiaries, including the suspense account attributable to
contributions and earnings of former employees of West Penn Wire (except if the
Participant transferred employment to a different location within CDT) to the
West Penn Wire Retirement Savings Plan. The remaining CDT Retirement Savings
Plan assets and liabilities were transferred to this Plan and the trust fund
hereunder on or about January 25, 2005. As a result of the merger, the benefits
of all participants of the CDT Retirement Savings Plan (except the accounts
transferred to the West Penn Wire Retirement Savings Plan) shall be paid by this
Plan, subject to the terms of this Addendum.

Effective January 1, 2005 or as soon as administratively possible after January
1, 2005, the employees who were eligible to participate in the CDT Retirement
Savings Plan (except employees at the West Penn Wire division) are eligible to
participate in the Plan. These participants are treated as specified in the Plan
except as noted below.

1.   Article V: Participants shall be given the opportunity to enter into a
     salary reduction agreement with the Employer to make Elective Deferrals to
     this Plan in accordance with Section 1 of Article V. If the Participant
     does not provide a signed agreement to the Company by the date specified by
     the Company, the Participant's election in this Plan will be the last
     election accepted under the terms of the CDT Retirement Savings Plan prior
     to December 31, 2004.

2.   Article XIII, Section 3: The amount available for hardship withdrawal
     includes the amount available from the Elective Deferrals, the Matching
     contribution and Discretionary Account Balances from the CDT Retirement
     Savings Plan less withdrawals from these accounts after the balances are
     transferred into this Plan.

3.   Article XI: The accounts transferred from the CDT Retirement Savings Plan
     will be "mapped" from the investment funds in the CDT Retirement Savings
     Plan to like investment funds in this Plan per advice from Prudential
     Retirement.

4.   Article XIV, Section 4(B): Each former CDT Retirement Savings Plan
     participant, except active and former employees and their Beneficiaries of
     West Penn Wire Division shall, if the Plan then terminated, receive a
     benefit under this Plan immediately after the merger and


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<PAGE>

     transfer of assets and liabilities described in this Addendum at least as
     great as the benefit which such participant would have been entitled to
     receive from the CDT Retirement Savings Plan immediately before the merger.
     Each participant who was actively employed on any day on or after November
     11, 2004 through and including December 31, 2004 shall be 100% vested in
     all monies transferred from the CDT Retirement Plan. Participants who were
     not actively employed on November 12, 2004 are subject to the following
     vesting rules:

<TABLE>
<CAPTION>
 Vesting Service     Vesting
  (whole years)    Percentage
---------------    ----------
<S>                <C>
Less than 1 Year         0
1                       20
2                       40
3                       60
4                       80
5 or more              100
</TABLE>

Vesting Service: For purposes of determining the Vesting Percentage of the
employer contributions transferred from the CDT Retirement Savings Plan for
employees who were not actively employed on any day on or after November 11,
2004 through and including December 31, 2004, Vesting Service shall be
determined as follows:

          (a)  Vesting Service prior to January 1, 2005 will be determined
               solely under the terms of the CDT Retirement Savings Plan.

          (b)  For an employee, who was not employed on November 12, 2004,
               returns to active employment after December 31, 2004, Vesting
               Service will be determined solely under the terms of this Plan.

5.   Article XIV, Section 5: Ninety days Prior to January 1, 2005 participants
     in the CDT Retirement Savings Plans were mailed a Summary of Material
     Modification to notify them of the elimination of all annuity payment
     options, the full flexibility option and the ability to take their
     Self-Directed Brokerage Account in shares of Stock. Former CDT Retirement
     Savings Plan participants will have the same distribution options as
     provided in Article XIV of this Plan.


                                      102

<PAGE>

                 BELDEN CDT INC. COMPANY RETIREMENT SAVINGS PLAN

                                   Appendix A

                       Items Excluded from "Compensation"

Accrued Vacation Upon Termination
Assigned Sale
Auto Income - Personal use of Company Car
Awards - Sales Award
Car Allowance
Domestic Partner Benefits - Medical and Dental Value
Education/Tuition Reimbursement
Employee Referral Bonus
Employment Bonus - Hiring Bonus
ESPP Disqualifying Disposition Income
Excess Life Imputed Income
Foreign Housing Allowance
Foreign Living Allowance
Foreign Service Allowance
Foreign Service Premium
Foreign Taxes - Expatriate Tax Payments
Fringe Benefits - Club Dues/Security Systems/Tax Preparation etc.
Incentive Stock Option (ISO) Income
Loss on Sale - Relocation
Mortgage Interest
Moving Expense
Nonqualified Stock Option Income
Patent Bonus
Professional Certification Special Pay
Restricted Stock Income
Restricted Stock Dividends
Retiree Bonus
Service Award (40 years)
Severance Pay (effective January 1, 1997)
Transfer Allowance (Incidental Expenses for Moving)
Tax Equalization
Tolls - Reimbursement for Tolls


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