BELDEN CDT INC.
INDEMNIFICATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.62
<SEQUENCE>5
<FILENAME>c03427exv10w62.txt
<DESCRIPTION>INDEMNIFICATION AGREEMENT
<TEXT>
<PAGE>

                                  EXHIBIT 10.62

                            INDEMNIFICATION AGREEMENT

            AGREEMENT, effective as of October 31, 2005, between Belden CDT
Inc., a Delaware corporation (the "Company"), and John Stroup (the
"Indemnitee").

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

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

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

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

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

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

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

1.    Certain Definitions:

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

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

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

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

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

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

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

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

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

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

2.    Basic Indemnification Arrangement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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            IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the 31st day of October, 2005.

                                      By  /s/ GLENN KALNASY
                                          ---------------------------------
                                             Glenn Kalnasy
                                      Title: On Behalf of The Board of Directors
                                             of Belden CDT Inc.

                                          /s/ JOHN STROUP
                                          ---------------------------------
                                              John Stroup

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