BELDEN CDT INC.
INDEMNIFICATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.39
<SEQUENCE>39
<FILENAME>c89438exv10w39.txt
<DESCRIPTION>INDEMNIFICATION AGREEMENT
<TEXT>
<PAGE>

                                  EXHIBIT 10.39

                            INDEMNIFICATION AGREEMENT


                  AGREEMENT, effective as of September 1, 2004, between Belden
CDT Inc., a Delaware corporation (the "Company"), and Robert Canny (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



<PAGE>


                  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



                                       2
<PAGE>

                  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


                                       3
<PAGE>


                  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


                                       4
<PAGE>


         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


                                       5
<PAGE>


         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



                                       6
<PAGE>

         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.


                                       7
<PAGE>






                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement this 1st day September 2004.






                                      By /s/ C. Baker Cunningham
                                         ----------------------------------
                                         Name:  C. Baker Cunningham
                                         Title: Chief Executive Officer and
                                                President



                                         /s/ Robert Canny
                                         ---------------------
                                             Robert Canny
                                            (Indemnitee)



                                       8





</TEXT>
</DOCUMENT>
