BELDEN INC
BELDEN WIRE & CABLE CO. RETIREMENT SAVINGS PLAN
<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>6
<FILENAME>c75362exv10w16.txt
<DESCRIPTION>BELDEN WIRE & CABLE CO. RETIREMENT SAVINGS PLAN
<TEXT>
<PAGE>

                                  EXHIBIT 10.16

                           BELDEN WIRE & CABLE COMPANY

                             RETIREMENT SAVINGS PLAN

                       Restated Effective January 1, 2001

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                             Page
<S>                                                                                                          <C>
Article I         Definitions                                                                                  1

Article II        Beneficiary Designation                                                                     12

Article III       Eligibility and Participation Requirements

                  Section 1         Eligibility                                                               13
                  Section 2         Participation                                                             13
                  Section 3         Transfers of Employment                                                   14
                  Section 4         Leaves of Absence                                                         14
                  Section 5         Suspended Participation                                                   14
                  Section 6         Eligibility after Reemployment                                            14

Article IV        Employee Contributions

                  Section 1         Employee Pre-Tax Contributions                                            15
                  Section 2         Employee After-Tax Contributions                                          15
                  Section 3         Transmittal to Trustee                                                    15

Article V         Salary Reduction Agreement

                  Section 1         Agreement to Contribute                                                   16
                  Section 2         Amount of Elective Deferrals                                              16
                  Section 3         Change or Discontinuance of Elective Deferrals                            16

Article VI        Limitations on Elective Deferrals

                  Section 1         Maximum Amount of Elective Deferrals                                      18
                  Section 2         Distribution of Excess Elective Deferrals                                 18
                  Section 3         Nondiscrimination Test Under 401(k)                                       19
                  Section 4         Excess Contributions by Highly Compensated Employees                      22
</TABLE>

                                       i

<PAGE>

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

                  Section 1         General                                                                   24
                  Section 2         Matching Contributions                                                    24
                  Section 3         Employer Nonmatching Contributions                                        25
                  Section 4         Forfeitures                                                               27
                  Section 5         Contributions for Returning Veterans                                      27

Article VIII      Limitations on Employer Matching Contributions and Employee
                  After-Tax Contributions

                  Section 1         Special Nondiscrimination Test Under 401 (m)                              28
                  Section 2         Excess Aggregate Contributions by Highly
                                    Compensated Employees                                                     31

Article IX        Maximum Limitation Under Code Section 415

                  Section 1         Limitations for Defined Contribution Plans Under Code
                                    Section 415                                                               34
                  Section 2         Special Rules for Plans Subject to Overall Maximum
                                    Limitations Under Code Section 415 (e)                                    36

Article X         Participant Accounts

                  Section 1         Establishment of Individual Participant Accounts                          38
                  Section 2         Rollover Contributions Account                                            39
                  Section 3         Adjustment of Participant Accounts                                        39
                  Section 4         Adjustment of Accounts for Terminated Participants                        39
                  Section 5         Forfeiture Amounts                                                        40
                  Section 6         Records and Reports                                                       40

Article XI        Participant Investment Election

                  Section 1         Initial Elections                                                         41
                  Section 2         Change of Investment Election                                             41
                  Section 3         Reallocation of Existing Account Balances                                 41
                  Section 4         Duration of Investment Election                                           42
                  Section 5         Investment of Employer Matching Contributions Account                     42
                  Section 6         Investment of Employer Nonmatching Contributions Account                  42
                  Section 7         Transfers                                                                 42
                  Section 8         Miscellaneous                                                             43
</TABLE>

                                       ii

<PAGE>

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

                  Section 1         Standards for Granting Loans                                              44
                  Section 2         Terms of the Loan                                                         45
                  Section 3         Loan Application Procedure                                                47
                  Section 4         Loan Repayment                                                            47
                  Section 5         Loans as Plan Investments                                                 48
                  Section 6         Default                                                                   49

Article XIII      Withdrawals Prior to Termination of Employment

                  Section 1         Hardship Withdrawals                                                      51
                  Section 2         Other Withdrawals of Elective Deferrals                                   53
                  Section 3         Post Age 59-1/2 Withdrawal                                                53
                  Section 4         Direct Rollovers of Withdrawals; Payment in Cash or Shares                53

Article XIV       Disbursement of Benefits

                  Section 1         General                                                                   54
                  Section 2         Retirement                                                                54
                  Section 3         Death                                                                     55
                  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                                         63

Article XV        Effect of Reemployment

                  Section 1         Effect of Reemployment Prior to Retirement                                64
                  Section 2         Effect of Reemployment After Retirement                                   65

Article XVI       The Trust Fund

                  Section 1         Trust Agreement                                                           66
                  Section 2         Investment Funds                                                          66
                  Section 3         Investment of Funds                                                       68
                  Section 4         Expenses                                                                  68
                  Section 5         Return of Contributions                                                   69
</TABLE>

                                      iii

<PAGE>

<TABLE>
<S>                                                                                                          <C>
Article XVII      Administration

                  Section 1         Establishment and Responsibility of Committee                             70
                  Section 2         Function of the Benefits Committee                                        71
                  Section 3         Submission of Requests                                                    72
                  Section 4         Limitation of Liability                                                   72
                  Section 5         Claims Procedure                                                          73
                  Section 6         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                                                               76
                  Section 2         Minimum Benefit Requirement                                               77
                  Section 3         Vesting                                                                   78

Article XX        Miscellaneous Provisions

                  Section 1         Facility of Payment                                                       79
                  Section 2         Nonalienation of Benefits                                                 79
                  Section 3         Right of Employer                                                         79
                  Section 4         Leased Employees                                                          79

Article XXI       Termination of Plan                                                                         81

Article XXII      Governing Law and Adoption                                                                  82

Addenda                                                                                                       83

Appendix                                                                                                      98
</TABLE>

                                       iv

<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

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

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

3.  "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).

4.  "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 6 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.

5.  "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), 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 $200,000 limit
on Compensation and the $150,000 limit on Compensation shall be adjusted for
years after December 31, 1989 and December 31, 1994, respectively, the $30,000
limit in Article IX shall be adjusted for Limitation Years after 1993, and the
$80,000 figure for determining Highly Compensated Employees shall be adjusted
for Plan Years Beginning after December 31, 1997.

6.  "Average Contribution Percentage Test" shall mean a nondiscrimination test
set forth in Code Section 401(m) as explained in Article VIII.

                                       1

<PAGE>

7.  "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.

8.  "Benefits Committee" shall mean the committee established in accordance with
Article XVII of the Plan.

9.  "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.

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

11. "Compensation" shall mean, except for those portions of the Plan where a
different definition expressly applies, gross earnings minus those items listed
in Appendix A. It shall also exclude severance pay effective January 1, 1997.

This Plan shall not take into consideration a Participant's Compensation to the
extent it exceeds $150,000 as Adjusted. Effective for Plan Years beginning
before January 1, 1997, if an employee is a Family Member of a 5% owner or a
Family Member of a Highly Compensated Employee in the group consisting of the 10
Highly Compensated Employees paid the highest compensation during the Plan Year,
the $150,000 limit described above applies to a Participant and the
Participant's Family Members employed by the Employer. If the limit is exceeded
for a Participant and one or more Family Members the limit is prorated among the
affected individuals' Compensation as determined under this Section prior to the
application of this limit.

12. "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.

13. "Effective Date" shall mean the effective date of this amendment and
restatement which is January 1, 2001, except that provisions that are required
to be in this plan document by the end of the remedial amendment period ending
on December 31, 2001 but that must by law have earlier

                                       2

<PAGE>

effective dates are effective when Required by Law. The Plan's original
effective date was August 1, 1993.

14. "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.

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

16. "Employee" means any Employee on the U.S. payroll of a facility listed in
the Addendum titled "Listing of Covered Companies and Locations", being paid in
U.S. currency. "Employee" does not include the following:

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

         (ii)  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;

         (iii) 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;

         (iv)  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; and

         (v)   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).

17. "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) as determined under the prior
Plan.

18. "Employer" shall mean Belden Wire & Cable Company, Belden Technologies, Inc.
and any other Affiliated Employer to which the Plan has been extended by the
Benefits Committee on a list in the Addendum titled "Listing of Covered
Companies and Locations".

                                       3

<PAGE>

19. "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.

20. "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.

21. "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.

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

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

24. "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 Average
Contribution Percentage Test, as set forth in Article VIII.

Prior to January 1, 1999, "Excess Aggregate Contributions" shall mean with
respect to any Plan Year the excess of the aggregate amount of the Employer
Matching Contributions and any Employee After-Tax 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 Average Contribution
Percentage Test, as set forth in Article VIII.

25. "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.

26. "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.

                                       4

<PAGE>

27. "Family Member" shall mean an Employee's Spouse, the Employee's lineal
ascendants or descendants, and the spouses of those lineal ascendants or
descendants.

However, when the term "Family Member" is used to describe individuals who must
be considered together when applying the $150,000 limit as Adjusted on
Compensation, then the term means only the Employee's Spouse and the Employee's
lineal descendants who have not attained age 19 before the close of the Plan
Year.

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

29. "Highly Compensated Employee" for the Plan Years beginning before January 1,
1997, shall mean an employee who, at any time during a Plan Year or the
Immediately preceding Plan Year or in case of a change in Plan Year the 12 month
period preceding a Plan Year, (a) was a 5% owner of an Affiliated Employer, (b)
received more than $75,000 As Adjusted in annual Compensation from an Affiliated
Employer for the Plan Year, (c) received more than $50,000 As Adjusted in annual
Compensation from an Affiliated Employer for the Plan Year and was among the top
20% of employees by Compensation during the same Plan Year, or (d) was an
officer of an Affiliated Employer and received Compensation greater than $45,000
As Adjusted.

(A) An employee who meets the criteria of (b), (c), or (d) above in the current
but not preceding Plan Year is excluded from the definition of "Highly
Compensated Employee" unless the employee is a member of the group consisting of
the 100 employees paid the highest Compensation during the year (referred to as
Top-Paid Group) for which the determination is made.

(B) 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 received 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.

                                       5

<PAGE>

(C) For the purpose of determining the officers described in (d) above, the
number of officers considered will not exceed 50 or, if lesser, the greater of 3
officers or 10% of the employees (excluding those described in (B) above). The
number of officers considered in (d) above will not be less than 1 regardless of
Compensation.

(D) If an employee is a Family Member of a 5% owner or a Family Member of a
Highly Compensated Employee in the group consisting of the 10 Highly Compensated
Employees paid the highest Compensation during the Plan Year, then the employee
shall not be considered a separate employee and the employee's Compensation (and
any applicable contribution or benefit on behalf of the individual) shall be
treated as if it were paid to (or on the behalf of) the 5% owner or the Highly
Compensated Employee.

(E) 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.

(F) 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 includible in gross income as described in Code
Section 414(q)(7) as in effect for Plan Years beginning before January 1, 1997
and the regulations thereunder.

(G) Instead of applying the above criteria to the Plan Year and the preceding
Plan Year, the Employer may elect to use the calendar year calculation method as
stated in Treasury Regulation Section 1.414(q)-1T Q&A-14 (b) or the simplified
identification method of Revenue Procedure 93-42. This election must be made in
writing by the Benefits Committee. The election may be made at any time. Unless
the election states otherwise, it is presumed that each election only applies to
one Plan Year. If the calendar year calculation method is elected, the election
must apply to all qualified plans and all other plans, entities or arrangements
of the Employer that are subject to Code provisions using the term "Highly
Compensated Employee".

(H) 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.

30. "Highly Compensated Employee" for Plan Years beginning after December 31,
1996, 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

                                       6

<PAGE>

period immediately preceding the Plan Year if the Benefits Committee 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.

(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.

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

32. "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

                                       7

<PAGE>

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
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.

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

34. "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) for
Plan Years beginning before January 1, 1997 the services are of a type
historically performed in the business field of an Affiliated Employer by
employees or for Plan Years beginning after December 31, 1996 the person is
under the primary direction or control of on Affiliated Employer.

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

36. "Nonhighly Compensated Employee" shall mean an Employee of the Employer who
is not a Highly Compensated Employee. Effective for Plan Years beginning before
January 1, 1997

                                       8

<PAGE>

"Nonhighly Compensated Employee" also excludes individuals who are Family
Members of a 5% owner or a Highly Compensated Employee in the group consisting
of the 10 Highly Compensated Employees paid the highest compensation during the
Plan Year.

37. "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
Participant 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.

38. "Permanent and Total Disability" shall mean the incapacity of a Participant
as defined in the Belden Wire & Cable Company 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 Wire & Cable Company
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.

39. "Plan" shall mean the Belden Wire & Cable Company Retirement Savings Plan.

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

                                       9

<PAGE>

41. 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.

42. "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 contribution are made.

43. "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.

44. "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.

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

46. "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.

47. "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.

48. "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

                                       10

<PAGE>

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).

                                       11

<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.

                                       12

<PAGE>

                                   ARTICLE III

                   ELIGIBILITY AND PARTICIPATION REQUIREMENTS

Section 1         Eligibility

An 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 Belden Wire & Cable Company Savings Plan on September 30,
1999 and their beneficiaries or surviving spouses, as applicable, shall become
eligible to participate in the Plan on October 1, 1999 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.

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 Employees are
eligible to 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.

                                       13

<PAGE>

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 Participants 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 Employee for this Plan (or any
portion of this Plan for salaried employees or any of the hourly employee groups
described in the Addenda) 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).

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.

                                       14

<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 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), Employees shall not make any Employee After-Tax Contributions
to this Plan. Prior to January 1, 1999 (January 1, 2000 for Employees at Belden
Communications), Employees who were eligible to participate in the Plan in
accordance with Article III could enter into an agreement with the Employer to
begin making Employee After-Tax Contributions by giving written notice at least
15 days in advance of the first day of any calendar month.

Section 3         Transmittal to Trustee

Elective Deferrals (and Employee After-Tax Contributions made prior to January
1, 1999) 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 90 days from the date
the amounts would otherwise have been payable to the Participant in cash or,
effective February 3, 1997, 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.

                                       15

<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 15 days in advance of the date Elective Deferrals
are to begin. Elective deferrals can begin the first day of any calendar month.

Effective May 9, 1999, hourly Employees at the Clinton, Arkansas location shall
no longer be eligible to make Elective Deferrals to this Plan. Effective May 15,
1999, salaried Employees at the Clinton, Arkansas and Carmel, Indiana locations
shall no longer be eligible to make Elective Deferrals to this Plan. If
Employees at the above locations had salary reduction agreements in effect on
the above dates, all Elective Deferrals under those salary reduction agreements
have ceased.

Section 2         Amount of Elective Deferrals

By entering into a salary reduction agreement pursuant to Section 1 of this
Article V, each Participant shall request that the Participant's Elective
Deferral be made to the Trust Fund through payroll deductions. The amount shall
be in whole or half percentages of not less than 1% but not more than 6% (not
more than 15% after January 1, 1999) of the Participant's Compensation. The
Employer retains discretion to change the amount or percentage of Elective
Deferrals accepted by the Plan on a non-discriminatory basis.

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 requested changes will be implemented as soon as administratively
feasible. Prior to October 1, 1999 a Participant may change the percentage of
the Participant's Elective Deferrals, suspend Elective Deferrals, or resume
making Elective Deferrals as of the first day of any calendar month. The
Participant must give written 15 days' notice to the Employer before the first
day of the calendar month in which the Participant would like the change,
suspension, or resumption of Elective Deferrals to occur.

                                       16

<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.

                                       17

<PAGE>

                                   ARTICLE VI

                        LIMITATIONS ON ELECTIVE DEFERRALS

Section 1         Maximum Amount of Elective Deferrals

No Participant shall be permitted to have Elective Deferrals made under this
Plan during any Participant's taxable year in excess of $7,000 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 any income attributable to the Excess Elective
Deferrals shall be distributed no later than April 15 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. Even if
distributed prior to the April 15 date, Excess Elective Deferrals 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.

(B) In the event a Participant enters into two or more salary reduction
agreements with respect to the Participants' taxable year, and the Participant's
Elective Deferrals to this Plan and another plan qualified under Code Sections
401(a) and 401(k), 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.

                                       18

<PAGE>

Section 3         Nondiscrimination Text 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 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 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 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.

         (ii) Alternative Limitation

         The Actual Deferral Percentage for all Eligible Participants who are
         Highly Compensated Employees for the Plan Year must not exceed the
         lesser of (a) the Actual Deferral Percentage for all Eligible
         Participants who are Nonhighly Compensated Employees for the Plan Year
         multiplied by 2.0 or (b) the Actual Deferral Percentage of the Eligible
         Participants who are Nonhighly Compensated Employees plus 2.0
         percentage points. The amounts may be further limited as the Secretary
         of Treasury shall prescribe in order to prevent the multiple use of
         this alternative limitation for both the Actual Deferral Percentage
         Test and the Average Contribution Percentage Test as specified in
         Treasury Regulation Section 1.401(m)-2(b) and Section 1(C) (v) of
         Article VIII.

         However, effective for Plan Years beginning after December 31, 1996,
         the Employer hereby elects to use the prior 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

                                       19

<PAGE>

         the prior 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 Average 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 Form W-2. It 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 of the Employer or due to a cafeteria plan of the Employer
         maintained pursuant to Code Section 125 or, effective for Plan Years
         beginning after December 31, 2000, due to pre-tax transportation
         accounts maintained pursuant to Code Section 132(f)(4).

                                       20

<PAGE>

         Effective for Plan Years beginning after December 31, 1988 but not
         after December 31, 1993, this Plan shall not take into consideration a
         Participant's Compensation to the extent it exceeds $200,000 As
         Adjusted. Effective for Plan Years beginning after December 31, 1993,
         this Plan shall not take into consideration a Participant's
         Compensation to the extent it exceeds $150,000 As Adjusted.

         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 Compensation for that
         portion of 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) Effective for Plan Years beginning before January 1, 1997, for
         purposes of determining the individual Actual Deferral Percentage for
         an Eligible Participant who is a Highly compensated Employee and also a
         5% owner or who is a Highly Compensated Employee and a member of the
         group consisting of the 10 Highly Compensated Employees paid the
         highest compensation during the year, the Elective Deferrals, Qualified
         Nonelective Contributions, Employer Matching Contributions, and
         Compensation of the Eligible Participant shall include the Elective
         Deferrals, Qualified Nonelective Contributions, Employer Matching
         Contributions, and Compensation of Family Members and these Family
         Members shall not be considered as separate Employees when determining
         Actual Deferral Percentages.

         (iii) In the event that this Plan is combined with one or more plans
         for purposes of satisfying Code Section 401(b) for any of the combined
         plans, then those plans shall also be combined for purposes of
         computing the Actual Deferral Percentages of Eligible Participants.

         (iv) The Plan may be disaggregated to test separately those employees
         who meet this Plan's eligibility requirements but have not met the
         maximum age and service

                                       21

<PAGE>

         requirements permitted by law, provided that the Plan must be similarly
         disaggregated for purposed to satisfying the Average Contributions
         Percentage Test and Code Section 410(b). Alternatively, effective for
         Plan Years beginning after December 31, 1998, 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).

         (v) This Section 3 shall apply separately to Employees not in
         collective bargaining units and Employees in collective bargaining
         units. Article VIII and the multiple use limitation referred to in
         Section 3(A)(ii) of this Article 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 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 any applicable Employer
Contributions (referred to as Excess Contributions), shall be initially
determined using the following "leveling" process. Elective Deferrals or any
applicable Employer Contributions 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

                                       22

<PAGE>

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.

If this subsection (B) requires that Excess Contributions be subtracted from a
Highly Compensated Employee's Accounts whose Actual Deferral Percentage was
determined under the family aggregation rules of Section 3 (C) (ii) of this
Article, then the Excess contributions shall be allocated amount the Highly
Compensated Employee and the Family Member(s) in proportion to the contributions
of each individual that were combined to determine the Actual Deferral
Percentage. The 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.

                                       23

<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 month
of an amount equal to (i) 100% of a Participant's Elective Deferrals that are
attributable to the first 3% of the Participant's Compensation plus (ii) 50% of
a Participant's Elective Deferrals 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. The amount of the Employer Matching Contributions
may be changed by the action of the Benefits Committee of the Employer.

(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 amount are
distributed as specified elsewhere in this Plan, but under no circumstances may
they be distributed before the earlier of

         (i)   separation from service, 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)  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

                                       24

<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, the ACP test, and the multiple use limit 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 Contribution 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 Contribution 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 Contribution 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.

                                       25

<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
Benefits Committee of the Employer only to the extent that those amount 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, 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)  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 transferror
               continues to maintain the Plan

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

Notwithstanding the above, the Benefits Committee of the Employer may elect
pursuant to a resolution that the Qualified Nonelective Contributions may be
allocated only to Eligible Participants who are Nonhighly Compensated Employees.
The Benefits Committee of the Employer 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 Average Contribution Percentage
Text.

                                       26

<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 Contribution 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.

                                       27

<PAGE>

                                  ARTICLE VIII

                 LIMITATIONS ON EMPLOYER MATCHING CONTRIBUTIONS

Section 1         Special Nondiscrimination Test Under 401(m)

(A) Nondiscrimination Text

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

         (ii)  Alternative Limitation

         The Average Contribution Percentage for all Eligible Participants who
         are Highly Compensated Employees for the Plan Year does not exceed the
         lesser of (a) the Average Contribution Percentage for Eligible
         Participants who are Nonhighly Compensated Employees for the Plan year
         multiplied by 2.0 or (b) the Average Contribution Percentage of the
         Eligible Participants who are Nonhighly Compensated Employees plus 2.0
         percentage points. The amounts may be further limited as the Secretary
         of Treasury shall prescribe in order to prevent the multiple use of
         this alternative limitation for both the Actual Deferral Percentage
         Test and the Average Contribution Percentage Test, as

                                       28

<PAGE>

         specified in Treasury Regulation Section 1.401(m) - 2(b) and Section
         1(C)(v) of this Article.

         However, effective for Plan Years beginning after December 31, 1996,
         the Employer hereby elects to use the prior Plan Year's Actual
         Contribution 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 Contribution
         Percentage of the Eligible Participants who are Nonhighly Compensated
         Employees for the prior 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.

         Prior to January 1, 1999, Contribution Percentage Amounts shall mean
         the sum of the Employee After-Tax Contributions and 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 Average Contribution Percentage Test.

                                       29

<PAGE>

         (iii) Definition of Average Contribution Percentage

         The Average 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 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 Form W-2. It 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 of the Employer or due to a cafeteria plan of the Employer
         maintained pursuant to Code Section 125 or, effective for Plan Years
         beginning after December 31, 2000, due to pre-tax transportation
         accounts maintained pursuant to Code Section 132(f)(4).

Effective for Plan Years beginning after December 31, 1988 but not after
December 31, 1993, this Plan shall not take into consideration a Participant's
Compensation to the extent it exceeds $200,000 As Adjusted. Effective for Plan
Years beginning after December 31, 1993, this Plan shall not take into
consideration a Participant's Compensation to the extent it exceeds $150,000 As
Adjusted.

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 Compensation for that portion of the Plan Year in
which each Employee was an Eligible Participant.

(C) Special Rules for 401(m) Test

         (i)  For purposes of this Section 1, the Contributions 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 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) Effective for Plan Years beginning before January 1, 1997, for
         purposes of determining the Contribution Percentage of an Eligible
         Participant who is a Highly Compensated Employee and also a 5% owner or
         who is a Highly Compensated Employee and a member of the group
         consisting of the 10 Highly Compensated Employees paid the

                                       30

<PAGE>

         highest compensation during the year, Contribution Percentage Amounts
         and Compensation of the Eligible Participant shall include the
         contribution Percentage Amounts and Compensation of Family Members and
         these Family Members shall not be considered as separate Employees when
         determining Contribution Percentages.

         (iii) In the event that this Plan is combined with one or more plans
         for purposes of satisfying Code Section 410(b) for any of the combined
         plans, then the plans shall also be combined for purposes of computing
         the Contribution Percentage of Eligible Participants.

         (iv) The Plan may be disaggregated to test separately those employees
         who meet this Plan's eligibility requirements but have not met the
         maximum age and service requirements permitted by law, provided that
         the Plan must be similarly disaggregated for purposes of satisfying the
         Actual Deferral Percentage Test and Code Section 410(b). Alternatively,
         effective for Plan Years beginning after December 31, 1998, 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 Percentage Test if that group of employees
         separately satisfies Code Section 410(b).

         (v)  If the Actual Deferral Percentage or the Average Contribution
         Percentage for all Eligible Participants who are Highly Compensated
         Employees must be reduced to prevent multiple use of the alternative
         limitation, then the percentage shall be reduced that affects the
         fewest number of Highly Compensated Employees' Accounts or, in case of
         a tie in the number of Accounts affected, results in the lowest dollar
         amount removed from Highly Compensated Employees' Accounts. The
         appropriate percentage shall be reduced in accordance with this Plan's
         other provisions without considering whether an Employee was eligible
         to make or receive contributions subject to both the Actual Deferral
         Percentage Test and the Average Contribution Percentage Test.

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 Committee
shall reasonably project which Participants will be Highly Compensated
Participants and are subject to this suspension and/or reduction.

(B) If the Average Contribution Percentage for Eligible Participants who are
Highly Compensated Employees exceeds the limitation as of the close of the
applicable Plan Year, the

                                       31

<PAGE>

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

If this subsection (B) requires that Excess Aggregate Contributions be
subtracted from a Highly Compensated Employee's Accounts whose Contribution
Percentage was determined under the family aggregation rules of section 1
(C)(ii) of this Article, then the Excess Aggregate Contributions shall be
allocated among the Highly Compensated Employee and the Family Member(s) in
proportion to the contributions of each individual that were combined to
determine the Contribution Percentage.

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) After January 1, 1999, 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). Prior to January 1, 1999 Excess Aggregate
Contributions were first distributed from the Highly Compensated Participant's
Employee After-Tax Contribution Account and then, if needed, the Excess
Aggregate Contributions were distributed from the Participant's Employer
Matching

                                       32

<PAGE>

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) $30,000 As Adjusted or (b)
                  25% 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.

Effective for Limitation Years beginning after December 31, 1997, "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.

         (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(a).

                                       34

<PAGE>

(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 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)  Employee After-Tax Contributions and 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.

         (ii) If an excess still exists, Employee After-Tax Contributions or
         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

                                       35

<PAGE>

         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.

Section 2         Special Rules for Plans Subject to Overall Maximum Limitations
    Under Code Section 415(e)

(A) General

This Section applies for Plan Years beginning before January 1, 2000. If the
Participant is or was at any time covered under both a defined benefit plan and
a defined contribution plan maintained by an Affiliated Employer, the sum of the
Participant's defined contribution plan fraction may not exceed 1.0 in any
Limitation Year. If in any Limitation Year the sum of the defined benefit plan
and the defined contribution plan fractions will exceed 1.0, the benefits under
the defined benefit plan will be reduced so that the sum of the fractions equals
1.0.

(B) Defined Benefit Plan Fraction

The defined benefit plan fraction is a fraction, the numerator of which is the
sum of the Participant's projected annual benefits under all defined benefit
plans (whether or not terminated) maintained by an Affiliated Employer, and the
denominator of which is the lesser of (i) 1.25 times the dollar limitation on
benefits under Code Section 415 in effect for the Limitation Year or (ii) 1.4
times the percentage limitation on benefits under Code Section 415 in effect for
the Limitation Year. For purposes of this Subsection 2(B), the projected annual
benefit with respect to any defined benefit plan means the annual benefit to
which the Participant would be entitled under the terms of the plan.

(C) The Defined Contribution Plan Fraction

The defined contribution plan fraction is a fraction, the numerator of which is
the sum of the Annual Additions to the Participant's accounts under all defined
contribution plans maintained by an Affiliated Employer (whether or not
terminated) for the current and all prior Limitation Years

                                       36

<PAGE>

and the denominator of which is the sum of the lesser of determined for that
year and for each prior year of service with an Affiliated Employer (i) 1.25
times the Dollar Limitation in effect for the Limitation Year or (ii) 1.4 times
the Participant's compensation limitation determined for that year and for each
prior year of service with an Affiliated Employer.

(D) Top Heavy Years

If in any Limitation Year the Plan is Top-Heavy, the dollar limitation
multiplier of 1.25 shall become 1.0 in the denominators of both the defined
benefit and the defined contribution fractions.

(E) Special Transition Rules

For purposes of this Section, any transition rules shall apply which are either:
(i) prescribed by the Secretary of the Treasury under the Tax Equity and Fiscal
Responsibility Act of 1982 or the Tax Reform Act of 1986 or (ii) elected by the
plan administrator under Code Section 415(e)(6).

                                       37

<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.

(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 Contribution 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 Contributions Account credited
with Employee After-Tax Contributions made prior to January 1, 1999 (January 1,
2000 for Participants at Belden Communications) and net earnings. The Employee
After-Tax Contributions Account shall be treated as a separate Code Section
72(e)(9) 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.

                                       38

<PAGE>

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

Section 2         Rollover Contributions 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 transferee 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 Benefits Committee 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.

(B) Accounts Which Have Experienced Distributions

                                       39

<PAGE>

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 Plan 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.

                                       40

<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 and 6
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.

                                       41

<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 Investment Fund that primarily holds Employer Stock (effective January 11,
2000 for Participant's of Belden Communications).

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 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 Employer Nonmatching Contributions Account will be invested
by the Trustee as directed by the Employer.

Section 7         Transfers

The Trustee shall accept transfers from the Belden Wire & Cable Company Savings
Plan for Participants transferred from an employer or location participating in
the Belden Wire & Cable Company Savings Plan to the Employer or location
participating in the Belden Wire & Cable Company Retirement Savings Plan.

                                       42

<PAGE>

Transfers made from investment funds in the Belden Wire & Cable Company Savings
Plan to identical investment funds in the Belden Wire & Cable Company Retirement
Savings Plan shall be in kind. If the identical funds in which a Participant is
invested are available under both plans, the funds will be kept in those
particular funds. If identical investment options are not available under this
Plan, the Participant may elect the funds which will receive the transfer."

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.

                                       43

<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, with the
exception of Employees employed at the Clinton, Arkansas and Carmel, Indiana
facilities who, effective May 7, 1999, are no longer 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 Employer Nonmatching Contributions 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. Loans may be 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.

                                       44

<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.

         (iv)     Effective May 7, 1999, the Employee is employed at the
                  Clinton, Arkansas or Carmel, Indiana facilities and is
                  requesting a loan.

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 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.

                                       45

<PAGE>

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).

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%).

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.

(C) Amortization

The loan must be repaid with interest in level amortized payments made quarterly
or on a more frequent basis. Loans, other than those used to purchase a
principal residence, may be amortized for 1 year, 18 months, 2 years, 30 months,
3 years, 42 months, 4 years, 54 months or 5 years. The loan must be repaid
within 5 years.

If the loan is to be used for the purchase of a principal dwelling, the loan may
be amortized for a period of a minimum of 1 year, up to a maximum of 10 years,
in 6 month increments, and 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. Loans 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 becomes
no longer eligible for a loan with exception of:

                                       46

<PAGE>

         (i)      Participants who are laid off or disabled,

         (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.
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.

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 (the 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

                                       47

<PAGE>

may also provide, on a nondiscriminatory basis, that loan repayments not be
permitted or required during the first 12 months of an unpaid leave of absence,
as permitted by proposed or final regulations.

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 Contributions 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 those
Investment Funds primarily holding Employer Stock or Cooper Industries, Inc.
stock, second from the Investment Fund holding primarily Cooper Industries, Inc.
stock, and third from the Investment Fund holding primarily Employer stock.

(C) Loan Fund

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.

                                       48

<PAGE>

(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.

Prior to October 1, 1999, because the promissory notes evidencing loans are
assets of the Plan, they must be held by the Trustee, unless an ancillary
Trustee, Investment Fund Manager, or other lawfully designated fiduciary is
named for the limited purpose of holding the notes. 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.

Prior to January 1, 1999, a loan will be considered in default and the
outstanding loan amount is due immediately if one or more payments are made more
than 15 days late. If a payment is made late, but not more than 15 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

                                       49

<PAGE>

loan. Additionally, a loan will be considered in default if it is accelerated
under Section 2(E) of this Article.

The Benefits Committee 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 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.

                                       50

<PAGE>

                                  ARTICLE XIII

                 WITHDRAWALS PRIOR TO TERMINATION OF EMPLOYMENT

Section 1         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 the 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 Contributions Account, and the Rollover Contribution Account
made after December 31, 1988 less any withdrawals taken after December 31, 1988.
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 previous recordkeeper as the amount available for hardship withdrawals.
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.

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 Contributions 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

                                       51

<PAGE>

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.

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

         (v)      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 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 first sentence of this Section 1.

                                       52

<PAGE>

Section 2         Other Withdrawals of Elective Deferrals

A Participant's Elective Deferral Account 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 3         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 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 withdrawals shall be determined by the Employer.

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 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 4         Direct Rollovers of Withdrawals; Payment in Cash or Shares

Withdrawals are subject to the provisions of Section 6 of Article XIV. However,
effective as of October 1, 1999 withdrawals of Elective Deferrals under Section
3 of this Article are not subject to the provisions of Section 6 of Article XIV.

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

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.

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

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.

                                       54

<PAGE>

         (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 Wire & Cable Company
Salaried Employees' Retirement Plan and receive an annuity from that plan.

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 as early as the next succeeding Valuation Date in
accordance with Section 5 of this Article the full value of the Participant's
Accounts to the designated Beneficiary as indicated in Article II, except that
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.

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 amounts shall
become vested.

                                       55

<PAGE>

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 the following paragraph (effective January 1, 1999), Articles XII
and XIII and Section 7(B) of Article XIV of this Plan.

A Participant of the Cord Division located at the Clinton, Arkansas and Carmel,
Indiana facilities may have the Participant's Account balance distributed upon
the disposition of the division of the Employer if the transferor corporation
continues to maintain the Plan and the Participant continues employment with the
division.

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.

(B) After Termination of Employment

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

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>

                                       56

<PAGE>

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 Employer unless the Participant elects otherwise in
accordance with Article XI.

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 balances upon termination of employment for
any reason other than retirement, death, or termination of the Plan is not more
than $3,500 ($5,000, effective January 1, 1998), the Employer 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 direct rollover election as provided in
Section 6 of this Article is required.

                                       57

<PAGE>

For the purpose of this Subsection (E) only, the Participant's vested Account
balances shall be considered as exceeding $3,500 ($5,000, effective January 1,
1998) if it exceeded $3,500 ($5,000, effective January 1, 1998) at the time of
any prior distribution.

(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) Intra-Company Transfers

Participants who transfer to a position which is not covered under this Plan but
is covered under the Belden Wire & Cable Company Savings Plan shall have their
accounts transferred to the Belden Wire & Cable Company Savings Plan in
accordance with the provisions of that plan. The account transfer shall occur
the later of: (i) the last day of the month in which the Plan Administrator is
notified of the transfer of employment or (ii) the last day of the month in
which the Participant transfers employment.

This account transfer will only occur if the Participant transfers to a position
covered under the Belden Wire & Cable Company Savings Plan or if the Participant
is employed in a position covered under the Belden Wire & Cable Company Savings
Plan before incurring a five year Break in Service. A Participant cannot
transfer his Account(s) in this Plan to the Belden Wire & Cable Company Savings
Plan if the Participant terminates his employment with the Employer and
subsequently is employed in a position covered under the Belden Wire & Cable
Company Savings Plan after having incurred a five year Break in Service.

(H) Transfer of Hourly Pension Contribution to Belden Wire & Cable Company
    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 Contribution Account attributable to hourly pension contributions to
the Belden Wire & Cable Company Pension Plan from this Plan. Participants who do
not elect to transfer this amount to the Belden Wire & Cable Company 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>

(I) 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.

Section 5         Forms of Payment

(A) General Forms of Payment

Upon a Participant's retirement, death, or if the Participant has terminated
employment attained age 55, the value of the Participant's Accounts to be
distributed shall be paid in a single lump sum or transferred (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 Wire & Cable Company Pension Plan payable in accordance with
the terms of that plan.

An exception to the above rule occurs for Participants employed at the Clinton,
Arkansas and Carmel, Indiana facilities. For those Participants who continue
employment with the purchasing company and whose Account balance is at least
$5,000, they may chose to receive a lump sum of their Account balance until
December 31, 2001. If they chose to leave their Account balance in the Plan,
they will only be able to receive a distribution after their employment
terminates with the purchasing company. If the Participant terminates employment
with the purchasing company, they will be treated as provided as in this Article
XIV. For Participants who continue employment with the purchasing company and
whose Account balance is under $5,000, they will receive a single lump sum as
defined in Section 5(C) of this Article.

                                       59

<PAGE>

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 value of the
Participant's Accounts to be distributed shall be paid in a single lump sum.

(B) Annuity Options for Employer Nonmatching Contributions Accounts

A Participant with an Employer Nonmatching Contributions Account containing
contributions described in Section 3(A), 3(B), or 3(D) of Article VII, who has
attained age 55 and has terminated employment, may elect an annuity option
instead of the lump sum option, by following the provisions in Section 5(A)
above, instead of the lump sum option. If a Participant who 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 Benefits Committee 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 Benefits Committee 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.

Additional forms of annuity options for Participant's who have attained age 55
and have terminated employment, are the forms of payment (single life cash
refund annuity, joint and survivor cash refund annuity, level income cash refund
annuity, annuities with a minimum of 10 years of payments regardless of when the
annuitant dies, survivor options at 75% or 100% in addition to 50% and annuities
with a supplement for years prior to becoming eligible for social security
benefits equivalent to the estimated social security benefit) in accordance with
the terms

                                       60

<PAGE>

of the Belden Wire & Cable Company Pension Plan except Alternative I: Straight
Life Annuity Monthly Increasing.

(C) Lump Sum Only for Mandatory Cash Outs

If the vested portion of the Participant's Account(s) is no more than $3,500
($5,000, effective January 1, 1998), such Account(s) shall be distributed in a
lump sum payment without the consent of the Participant or the Beneficiary. For
the purpose of this Subsection (C) only, the Participant's vested Account
balances shall be considered as exceeding $3,500 ($5,000, effective January 1,
1998) if it exceeded $3,500 ($5,000, effective January 1, 1998) at the time of
any prior distribution.

Section 6         Direct Rollovers of Distributions

Prior to making any eligible distribution (which does not include distributions
to the extent required by Section 7(B) of this Article or to the extent they
consist of Employee After-Tax Contributions or hardship withdrawals on or after
October 1, 1999), the Employer 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 issued thereunder. The Employer may also
provide a form 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
Employer 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.

For the purposes of this Section, an "eligible retirement plan" means an
individual retirement account described in Code Section 408(a), an individual
retirement annuity described in Code Section 403(a), 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.

The Employer may determine rules for processing direct rollovers as long as they
comply with Code Section 401(a)(31) and regulations issued thereunder and they
are applied on a consistent basis. In particular, the Employer 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 or only a portion of
the distribution.

This Section is effective for distributions made on or after January 1, 1993.

                                       61

<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

Effective for Plan Years beginning after December 31, 1998, 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 Benefits Committee in accordance
with any proposed or final regulations issued under Code Section 401(a)(9),
including any regulations regarding the incidental death benefit requirements.

Effective for Plan Years beginning before January 1, 1999, even if a Participant
is still employed, 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.
However, if a Participant attained age 70-1/2 prior to January 1, 1988 and the
Participant is not a 5% owner, benefit payments must commence no later than the
first day of April following the calendar year in which the later of termination
of employment or attainment of age 70-1/2 occurs. While still employed, the
Participant will accrue additional contributions in accordance with the
provisions of this Plan without regard to the Participant's age.

Effective January 1, 1999, if a Participant who is not a 5% owner reaches age 70
1/2 in 1999 or later, benefit payments will not commence until the Participant
terminates employment with the Employer.

                                       62

<PAGE>

(C) Special Provisions

Participants employed at the Clinton, Arkansas and Carmel, Indiana locations who
remain active employees with the purchasing company after May 15, 1999 may only
choose to receive their benefit in a single lump sum payment until December 31,
2001. Participants who do not receive their benefit by December 31, 2001 must
wait to receive their benefit until after their termination of employment with
the purchasing company.

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 $3,500 or
greater ($5,000 or greater, effective January 1, 1998).

                                       63

<PAGE>

                                   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. In addition, the
         employee shall have the nonvested Employer Contributions Account(s) and
         Years of Service restored as described above.

                                       64

<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.

                                       65

<PAGE>

                                   ARTICLE XVI

                                 THE TRUST FUND

Section 1         Trust Agreement

The Employer 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 Employer or by an
Affiliated Employer for the purpose of pooling investment experience.

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

Section 2         Investment Funds

(A) The Employer 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 Employer may direct the
Trustee to discontinue an Investment Fund or to continue an Investment Fund but
cease accepting any additional contributions to the fund.

                                       66

<PAGE>

(B) The Investment Funds shall include an investment fund invested primarily in
Belden Inc. stock. Pursuant to the direction of the Employer, the Trustee (or
investment fund manager) is authorized to acquire, hold, and dispose of such
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 stock fund. The Employer may decide that this fund not hold
contributions other than Employer Matching Contributions.

Participants who have shares of Belden Inc. 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 Inc., the Employer shall direct the Trustee to furnish
                  each Participant to whose Account shares of Belden Inc. 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
                  Employer shall also direct the Trustee as to how to handle the
                  voting of shares for which the Trustee does not receive
                  instructions. The Employer shall instruct the Trustee to vote
                  the number of such uninstructed shares equal to the proportion
                  that the number of shares of Belden Inc. stock allocated to
                  the Participant's Account bears to the total number of shares
                  of Belden Inc. stock for which instructions are received. Upon
                  receipt of such instructions, the Employer hereby directs the
                  Trustee to then vote in person or by proxy such shares of
                  Belden Inc. stock as so instructed.

         (ii)     The Employer shall direct the Trustee to furnish each
                  Participant to whose Account shares of Belden Inc. stock are
                  allocated notice of any tender or exchange offer for or a
                  request or invitation for tenders or exchanges of Belden Inc.
                  stock made to the Trustee. The Employer also directs that the
                  Trustee shall request from each such Participant instructions
                  as to the tendering or exchanging of the shares of Belden Inc.
                  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 Employer shall instruct the
                  Trustee to vote the number of such uninstructed shares equal
                  to the proportion that the number of the shares of Belden Inc.
                  stock allocated to the Participant's Account bears to the
                  total number of shares of Belden Inc. stock for which
                  instructions are received. The Employer 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 Inc. stock made to the Trustee. Within the time
                  specified by the Trustee, as

                                       67

<PAGE>

                  directed by the Employer, the Trustee shall tender or
                  exchange such shares as to which the Trustee has received
                  instructions to tender or exchange.

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

(C) The Investment Fund that primarily invests in stock of Cooper Industries,
Inc. (i) shall not accept any additional contributions or reallocations of
existing account balances invested in other Investment Funds and (ii) shall be
discontinued effective March 31, 1997. Participants are 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 Employer, 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
common stock of the Employer, the Employer must pay or reimburse the Trust for
brokerage, commissions and transfer taxes on the purchase or sale of the
Employer's common 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 Employer decides on a nondiscriminatory
basis that a different mechanical procedure for allocating the expenses among
Participants' Accounts is more appropriate.

                                       68

<PAGE>

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.

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.

                                       69

<PAGE>

                                  ARTICLE XVII

                                 ADMINISTRATION

Section 1         Establishment and Responsibility of Committee

The Employer shall be the Plan Administrator and Named Fiduciary for purposes of
ERISA. However, the responsibility for carrying out the provisions thereof shall
be vested in a Benefits Committee of no less than three (3) members appointed by
the Board of Directors of the Employer. The members of the Benefits Committee
may but need not be employees of the Employer. The Board of Directors of the
Employer or the Benefits Committee may appoint legal counsel to advise and
represent the Benefits Committee and an actuary to serve as technical advisor to
the Benefits Committee. The fees for such legal counsel and actuary shall be
paid from the Plan unless they are paid by the Employer. The members of the
Benefits Committee shall serve without compensation from the Plan.

The Benefits Committee shall elect a chairman from its members and elect a
secretary who may be but need not be a member of the Benefits Committee. The
Benefits Committee shall establish from time to time rules for the
administration of the Plan and the transaction of business. A majority of the
Benefits Committee will constitute a quorum for the transaction of business. Any
member of the Benefits Committee may resign by delivering his written
resignation to the Benefits Committee. The Board of Directors of the Employer
may remove a member at any time and may appoint a member to fill any vacancy.

The decision of a majority of the Benefits Committee and any action taken by it
in respect of any question arising out of or in connection with the Plan and the
rules and regulations made thereunder will be final, conclusive, and binding
upon all persons having any interest in the Plan.

The Benefits Committee may delegate any part of its authority and duties as it
deems expedient for the effective administration of the Plan. The Benefits
Committee shall have no right to amend the Plan, to change the terms or
provisions of the Plan, or to fail to apply the terms and provisions of the
Plan. A member of the Benefits Committee who is also a Participant under the
Plan shall not vote or act upon any matter relating solely to himself.

                                       70

<PAGE>

Section 2         Function of the Benefits Committee

It shall be the function of the Benefits Committee to administer the Plan
exclusive of those functions assigned to the Trustee, but it may delegate its
responsibilities to named designees where deemed appropriate for the effective
administration of the Plan. The Employer shall, among other things, have the
following rights and powers.

(A) To adopt and prescribe regulations 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.

(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 to afford any Participant
dissatisfied with any finding of determination the right to a hearing.

(D) To obtain from the Employer 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 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.

                                       71

<PAGE>

(J) To decide whether a partial termination of the Plan has occurred, after
considering the situation's facts and circumstances. Benefits under this Plan
will be paid only if the Benefits Committee decides in its discretion that the
applicant is entitled to them.

Section 3         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 Benefits
Committee or the third party administrator retained by the Benefits Committee
for the purpose of administering this Plan. As used in this Section, a request
includes any agreement, election, designation, notification, or any other
official action taken by an Employee, Participant, or Beneficiary under this
Plan.

The Benefits Committee 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 prepared by the Benefits Committee, or
(iii) by either of the preceding methods.

The Benefits Committee may specify and modify the deadlines for submitting
various types of requests, provided that the administrative deadlines are
uniformly enforced. The Benefits Committee may refuse to accept Participants'
loan requests, withdrawal requests, elections to change the percentage of
Elective Deferrals, investment elections, and request 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.

Section 4         Limitation of Liability

The Benefits Committee, the Board of Directors of the Employer and its 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 Employer.

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.

                                       72

<PAGE>

Section 5         Claims Procedure

Any denial by the Benefits Committee 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 Employer 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 Benefits Committee, to appear before the Benefits
Committee, to review pertinent documents relating to the denial, and to submit
issues and comments in person or in writing.

Section 6         QDRO Procedure

As authorized by Section 2(F) of this Article, the following procedures apply
unless modified by the Employer.

Within 90 days after receiving any domestic relations order purporting to affect
a Participant's Accounts in this Plan, the Employer or its designee) shall
determine whether the order is a Qualified Domestic Relations Order and notify
the Participant and each Alternate Payee. If the Employer 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 Employer 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.

As soon as administratively feasible after receiving a domestic relations order,
the Employer 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 Employer 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 Employer does not
hereby assume any duty toward

                                       73

<PAGE>

the Alternate Payee prior to the date the order is determined to be a Qualified
Domestic Relations Order.

                                       74

<PAGE>

                                  ARTICLE XVIII

                                   AMENDMENTS

Section 1         Right to Amend

The Employer, acting through an appropriate officer, reserves and shall have the
right at any time to determinate, modify, or amend in whole or in part any or
all of the provisions of the Plan.

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

                                       75

<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 or the preceding 4 Plan Years (construed to be the determination
period) was (i) an officer of an Affiliated Employer who had annual Compensation
for the Plan Year greater than 50% of the maximum dollar limitation under Code
Section 415(b)(1)(A) as in effect for the calendar year in which the
Determination Date falls, (ii) an owner or considered an owner under Code
Section 318 of one of the ten largest interests in an Affiliated Employer if the
employee's annual compensation equals or exceeds the maximum dollar limitation
under Code Section 415(c)(1)(A) as in effect for the calendar year in which the
Determination Date falls, (iii) a 5% owner of an Affiliated Employer, or (iv) a
1% owner of an Affiliated Employer who has a W-2 Compensation from an Affiliated
Employer of more than $150,000. 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%.

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)

                                       76

<PAGE>

for all Key Employees as of the Determination Date (including any part of any
accrued benefits or Account balances distributed in the 5 year 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.

(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).

6.   "W-2 Compensation", for the purposes of this Article only, shall mean
compensation that would be stated on an employee's Form W-2 for the calendar
year that ends with or within the Plan Year.

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

                                       77

<PAGE>

accrue a minimum benefit which is the lesser of (i) 3% of the person's W-2
Compensation or (ii) the largest percentage of Employer Contributions and
Elective Deferrals expressed as a percentage of W-2 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.

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.

                                       78

<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.

                                       79

<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.

                                       80

<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.

                                       81

<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 Indiana.

The Employer hereby amends and restates the Belden Wire & Cable Company
Retirement Savings Plan.

IN WITNESS WHEREOF this Plan has been executed at Saint Louis, Missouri on this
31st day of December, 2001.

                                    BELDEN WIRE & CABLE COMPANY

                                    By: /s/ Cathy O. Staples
                                        ----------------------------------------

                                    Title:  Vice President

                                    WITNESS:

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

                                    Date: December 31, 2001

                                       82

<PAGE>

               BELDEN WIRE & CABLE COMPANY RETIREMENT SAVINGS PLAN

                                    ADDENDUM

                   LISTING OF COVERED COMPANIES AND LOCATIONS

<TABLE>
<CAPTION>
Covered Companies/Locations                       Effective Date
---------------------------                       --------------
<S>                                               <C>
Richmond, Indiana                                 August 1, 1993
Carmel, Indiana                                   August 1, 1993 through May 15, 1999
Clinton, Arkansas                                 August 1, 1993 through May 15, 1999
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)
Former Employees of ICI (Charlotte, North         January 1, 1998
Carolina)
Alpha Wire Company                                October 1, 1999
Belden Technologies, Inc.                         January 1, 2000
Belden Communications Company                     January 1, 2000
</TABLE>

                                       83

<PAGE>

               BELDEN WIRE & CABLE COMPANY 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 1: 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 3: 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

                                       84

<PAGE>

     reflects the elimination of this payment option), a Participant may elect
     to receive all 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.

                                       85

<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").

                                       86

<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>

                                       87

<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.

                                       88

<PAGE>

               BELDEN WIRE & CABLE COMPANY 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."

                                       89

<PAGE>

               BELDEN WIRE & CABLE COMPANY 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.

                                       90

<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.

                                       91

<PAGE>

               BELDEN WIRE & CABLE COMPANY 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.

                                       92

<PAGE>

               BELDEN WIRE & CABLE COMPANY 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 3: 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 3(C): 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 Wire & Cable Company Salaried Employees' Retirement
     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.

                                       93

<PAGE>

               BELDEN WIRE & CABLE COMPANY 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

                                       94

<PAGE>

Addendum at least as great as the benefit which such participant would have been
entitled to receive from the Belden Wire & Cable Company Savings Plan
immediately before the merger, if the Belden Wire & Cable Company Savings Plan
had then terminated.

                                       95

<PAGE>

               BELDEN WIRE & CABLE COMPANY 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

                                       96

<PAGE>

described in this Addendum at least as great as the benefit which such
participant would have 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 5: Other In Service Withdrawals A Participant may
     withdraw from the Participant's Rollover Contributions Account and the
     Participant's Employee After-Tax Contribution Account once every six
     months.

                                       97

<PAGE>

               BELDEN WIRE & CABLE COMPANY RETIREMENT SAVINGS PLAN

                                   Appendix A

                       Items Excluded from "Compensation"

                                Accrued Vacation
                                  Aircraft Use
                                  Assigned Sale
                                   Auto Income
                                  Car Allowance
                             Education Reimbursement
                                Employee Referral
                                   Excess Life
                             Foreign Service Premium
                                  Loss on Sale
                                Mortgage Interest
                                 Moving Expense
                                  Patent Bonus
                                Restricted Stock
                         Restricted Stock Distributions
                                 Separation Pay
                                  Severance Pay
                                Tax Equalization
                               Transfer Allowance

                                       98

<PAGE>

                             FIRST AMENDMENT TO THE
                           BELDEN WIRE & CABLE COMPANY
                             RETIREMENT SAVINGS PLAN

WHEREAS, Belden Wire & Cable Company (hereinafter referred to as the "Employer")
established the Belden Wire & Cable Company Retirement Savings Plan (hereinafter
referred to as the "Plan") restated as of January 1, 2001 for the benefit of
certain employees of the Employer;

WHEREAS, Section 1 of Article XVIII of the Plan in effect prior to this
amendment provides that the Employer may amend the Plan at any time;

WHEREAS, the Employer deems it desirable to make certain revisions to the Plan;

WHEREAS, the Employer has authorized and directed the merger of the Savings and
Investment Plan for Employees of Independent Cable, Inc. effective December 31,
2001;

NOW, THEREFORE, the Plan is amended hereinafter set forth, effective December
31, 2001, unless otherwise stated therein.

1.       The Plan is hereby amended by the addition of the Addendum following:

                          "BELDEN WIRE & CABLE COMPANY
                             RETIREMENT SAVINGS PLAN

                           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 Belden
         Wire & Cable Company Savings 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.

                                       99

<PAGE>

         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 3(C)): 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 Employees of
                  Independent Cable, Inc. Accounts to the Belden Wire & Cable
                  Company Salaried Employees' Retirement 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."

IN WITNESS WHEREOF, Belden Wire & Cable Company, by its duly authorized officer,
executes this amendment on the 31st day of December, 2001.

                                      100

<PAGE>

                                                     BELDEN WIRE & CABLE COMPANY

Attest:  /s/Eivind J. Kolemainen                     By /s/Cathy O. Staples
         ---------------------------                    ------------------------

                                                     Its Vice President

                                      101

<PAGE>

                             SECOND AMENDMENT TO THE
                           BELDEN WIRE & CABLE COMPANY
                             RETIREMENT SAVINGS PLAN

WHEREAS, Belden Wire & Cable Company (hereinafter referred to as the "Employer")
established the Belden Wire & Cable Company Retirement Savings Plan (hereinafter
referred to as the "Plan") restated as of January 1, 2001 for the benefit of
certain employees of the Employer;

WHEREAS, Section 1 of Article XVIII of the Plan provides that the Employer may
amend the Plan at any time;

WHEREAS, the Employer deems it desirable to make certain revisions to the Plan;

WHEREAS, the Plan must be amended to conform to the Economic Growth and Tax
Relief Reconciliation Act of 2001 (EGTRRA) and other legislative changes. This
Amendment is intended as good faith compliance with the requirements of EGTRRA
and is to be construed in accordance with EGTRRA and guidance issued thereunder;

NOW, THEREFORE, the Plan is amended hereinafter set forth, effective January 1,
2002, unless otherwise stated therein.

1.   Article I is amended to add the following definition between definitions 9
         and 10:

         "9A. "CATCH-UP CONTRIBUTIONS" shall mean Elective Deferrals in excess
         of the legal limits, plan limits, and 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 on 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.

2.   Article I is amended to delete definition 11 and replace it with the
         following:

         "11. "COMPENSATION" shall mean, except for those portions of the Plan
         where a different definition expressly applies, gross earnings minus
         those items listed in Appendix A. It shall also exclude severance pay
         effective January 1, 1997 and Paid Time Off (PTO) and any other
         Compensation paid to a terminated Participant after the Participant's

                                      102

<PAGE>

         last regular paycheck effective January 1, 2002.

         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. However, for the sole purpose
         of computing Elective Deferrals, Employee After-Tax Contributions, and
         Employer Matching Contributions that are based on an Employee's
         percentage of Compensation election, the Compensation Limit shall be
         ignored provided the Employee does not receive a higher allocation of
         any type of contribution than the Employee could have elected under the
         Plan when one includes the Compensation Limit.

         Effective for Plan Years beginning before January 1, 1997, if an
         employee is a Family Member of a 5% owner or a Family Member of a
         Highly Compensated Employee in the group consisting of the 10 Highly
         Compensated Employees paid the highest compensation during the Plan
         Year, the Compensation Limit applies to a Participant and the
         Participant's Family Members employed by the Employer. If the
         Compensation Limit is exceeded for a Participant and one or more Family
         Members, the Compensation Limit is prorated among the affected
         individuals' Compensation as determined under this Section prior to the
         application of the Compensation Limit."

3.   Article I is amended to add the following definition between definitions 11
         and 12:

         "11A. "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."

4.   Article I is amended to add the following definitions between definitions
         15 and 16:

         "15A. "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."

                                      103

<PAGE>

         15B.  "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 distributions to
                           participants age 70-1/2 or older);

                  (iii)    Effective as of a date selected by the Trustee, no
                           later than October 1, 1999 but no earlier than
                           January 1, 1998, distributions of Elective Deferrals
                           on account of hardship; and effective January 1,
                           2002, any distributions permitted under the Plan on
                           account of hardship;

                  (iv)     Effective on or before December 31, 2001, the portion
                           of a distribution that is not includible in the
                           recipient's gross income; and effective after
                           December 31, 2001, 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.

         Effective after December 31, 2001, 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. On or before December 31, 2001, such a distribution was an
         Eligible Rollover Distribution only if rolled over to an IRA.

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

         5.   Article 1, is amended to delete definition 38 and replace it with
              the following:

                                      104

<PAGE>

         "38. "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 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 Wire & Cable Company 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 Wire & Cable Company 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."

6.   Article V, Section 2 is deleted and replaced with the following:

         "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 Deferral 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

                                      105

<PAGE>

         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."

7.   Article VI, Section 1 is deleted and replaced with the following:

         "Section 1        Maximum Amount of Elective Deferrals

         (A)  General Limit

         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."

8.   Article VI, Section 2(A) is deleted and replaced with the following:

         "(A) If in any Participant's taxable year the amount of Elective
         Deferrals made by a

                                      106

<PAGE>

         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."

9.   Article VI, Section 3(A) is deleted and replaced with the following:

         "(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.
         Effective for Plan Years beginning on or before December 31, 2001, the
         amounts may be further limited as the Secretary of Treasury shall
         prescribe in order to prevent the multiple use of this alternative
         limitation for both the Actual Deferral Percentage Test and the Actual

                                      107

<PAGE>

         Contribution Percentage Test, as specified in Treas. Reg. 1.401(m)-2(b)
         and Section 1(C)(vi) of Article VIII.

         Effective for Plan Years beginning after December 31, 1996, the
         Employer hereby elects to use the prior 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
         prior Plan Year. This election may be changed only as permitted by the
         Secretary of Treasury."

10.  Article VI, Section 3(B)(ii) is deleted and replaced with the following:

         "(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 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, effective for Plan Years beginning after December
         31, 2000, 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. 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.

         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."

11.  Article VI, Section 3(C)(iii) is deleted and replaced with the following:

         "(iii) 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

                                      108

<PAGE>

         computing the Actual Deferral Percentages of Eligible Participants."

12.  Article VI, Section 4(B) is deleted and replaced with the following:

         "(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.

         For Plan Years beginning before January 1, 1997, if this subsection (B)
         requires that Excess Contributions be subtracted from a Highly
         Compensated Employee's Accounts whose Actual Deferral Percentage was
         determined under the family aggregation rules of Section 3(C)(ii) of
         this Article, then the Excess Contributions shall be allocated among
         the Highly Compensated Employee and the Family Member(s) in proportion
         to the contributions of each individual that were combined to determine
         the Actual Deferral Percentage.

         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.

                                      109

<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."

13.  Article VII, Section 2(A) is deleted and replaced with the following:

         "(A) Employer Matching Contribution

         The Employer shall make a matching contribution to the Trust Fund for
         each month 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."

14.  Article VII, Section 2(B)(i) is deleted and replaced with the following:

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

15.  Article VII, Section 3(C)(i) is deleted and replaced with the following:

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

16.  Article VIII, Section 1(A)(ii) is modified by deleting the first paragraph
         and replacing it with the following:

         "(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. Effective for Plan Years beginning on or before
          December 31, 2001, the amounts may be further limited as the Secretary
          of Treasury shall prescribe in order to prevent the multiple use of
          this alternative limitation for both the Actual Deferral Percentage
          Test and the Actual Contribution Percentage Test, as specified in
          Treas. Reg. 1.401(m)-2(b) and Section 1(C)(vi) of this Article."

                                      110

<PAGE>

17.  Article VIII, Section 1(B)(iv) is deleted and replaced with the following:

         "(iv) Definition of Compensation

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

18.  Article VIII, Section 1(C)(iii) is deleted and replaced with the following:

        "(iii) 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."

19.  Article VIII, Section 1(C)(v) is deleted and replaced with the following:

         "(v) If for Plan Years beginning on or before December 31, 2001, the
         Actual Deferral Percentage or the Actual Contribution Percentage for
         all Eligible Participants who are Highly Compensated Employees must be
         reduced to prevent multiple use of the alternative limitation, then the
         percentage shall be reduced that affects the fewest number of Highly
         Compensated Employees' Accounts or, in case of a tie in the number of
         Accounts affected, results in the lowest dollar amount being removed
         from Highly Compensated Employees' Accounts. The appropriate percentage
         shall be reduced in accordance with this Plan's other provisions
         without considering whether an Employee was eligible to make or receive
         contributions subject to both the Actual Deferral Percentage Test and
         the Actual Contribution Percentage Test."

20.  Article IX, Section 1(A) is deleted and replaced with the following:

         "(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)  For Limitation Years beginning after December 31, 2001,
                 $40,000 As Adjusted, or for Limitation Years beginning on or
                 before December 31, 2001, $30,000 As Adjusted; or,

            (b)  For Limitation Years beginning after December 31, 2001, 100%
                 of the Participant's Compensation for the Limitation Year,
                 or for Limitation Years beginning on or before December 31,
                 2001, 25% of the Participant's Compensation for the
                 Limitation Year.

                                      111

<PAGE>

         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.

         Effective for Limitation Years beginning after December 31, 1997,
         "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). Effective for
         Limitation Years beginning after December 31, 2000, "Compensation" for
         this Article also includes 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).

         (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 Benefits Committee."

21.  Article X, Section 1(A) is deleted and replaced with the following:

         "(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;"

                                      112

<PAGE>

22.  Article XII, Section 2(B) is amended by the addition of the following
         paragraph at the end of Section 2(B):

         "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 Benefits Committee learns that a Participant is
         actively in the U.S. military service and ending as soon as
         administratively feasible after the Benefits Committee learns that the
         Participant no longer is actively in the U.S. military service, the
         loan's interest rate may not exceed 6%.

23.  Article XII, Section 2(C) is deleted and replaced with the following:

         "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 for a period of a
         minimum of 1 year, up to a maximum of 5 years in 1 month increments.
         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 for a period of a minimum of 1 year, up to a
         maximum of 10 years in 1 month increments. 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.

24.  Article XII, Section 2(E) is deleted and replaced with the following:

         "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,

         (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.

25.  Article XII, Section 3, the third paragraph is deleted and replaced with
         the following:

         "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.

                                      113

<PAGE>

26.  Article XIII, Section 1(A) the second paragraph is deleted and replaced
         with the following:

         "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 Contributions
         Account and the Rollover Contribution Account. 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 previous recordkeeper as the amount available for
         hardship withdrawals. 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."

27.  Article XIII, Section 1(A) (v) is deleted and replaced with the following:

            "(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.

28.  Article XIII, Section 2 is deleted and replaced with the following section:

         "Section 2.       Other Withdrawals

         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."

29.  Article XIII, Section 3 is deleted and replaced with the following section:

         "Section 3.       Post Age 59-1/2 Withdrawal

                                      114

<PAGE>

         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.

         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.

30.  Article XIII, Section 4 is deleted and replaced with the following section:

         "Section 4.       Direct Rollovers of Withdrawals; Payment in Cash or
                           Shares

         Withdrawals, are subject to the provisions of Section 6 of Article XIV.
         However, effective as of October 1, 1999 withdrawals of Elective
         Deferrals under Section 1 of this Article; and effective January 1,
         2002, any withdrawals permitted under the Plan under Section 1 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 Inc. Common Stock fund unless the recipient
         elects to receive payment in shares of Belden Inc. Common Stock."

31.  Article XIV, Section 3 is deleted and replaced with the following section:

         "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

                                      115

<PAGE>

                       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
                       $3,500 ($5,000 effective January 1, 1998), 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.

         For purposes of this Subsection (3)(ii) only, the Participant's vested
         Account balances shall be considered as exceeding $3,500 (or $5,000) if
         it exceeded $3,500 (or $5,000) at the time of any prior distribution.
         Effective March 22, 1999, this paragraph does not apply to lump sum
         distributions or the first payment of any other forms of payment.
         Effective October 17, 2000, this paragraph does not apply to any
         distributions.

         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."

32.  Article XIV, Section 4(A) is amended by the addition of the following
         paragraph at the end of the Section:

         "Effective after December 31, 2001, a Participant of the Cord Division
         located at the Clinton, Arkansas and Carmel, Indiana facilities who
         continues employment with the division shall be a terminated employee
         of the Employer for purposes of this Plan."

33.  Article XIV, Section 4(E) is deleted and replaced with the following:

         "(E) Cash-Out

         If a Participant's vested Account balances upon termination of
         employment for any reason other than death or termination of the Plan
         is not more than $3,500 (or effective January 1, 1998, $5,000), the
         Benefits Committee 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 $3,500 (or $5,000) as
         of the date of the distribution, then the Participant's consent is
         required.

         For the purpose of this Subsection (E) only, the Participant's vested
         Account balances

                                      116

<PAGE>

         shall be considered as exceeding $3,500 (or $5,000) if it exceeded
         $3,500 (or $5,000) at the time of any prior distribution. Effective
         March 22, 1999, this paragraph does not apply to lump sum distributions
         or the first payment of any other forms of payment. Effective October
         17, 2000, this paragraph does not apply to any distributions.

         Effective for Eligible Rollover Distributions made on or after the
         effective date of final Department of Labor regulations regarding this
         provision, if a distribution is made without the Participant's consent
         under this Subsection (E) and the Participant 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 distribution shall
         be transferred to an individual retirement account designated by the
         Benefits Committee and the distributee shall be notified in writing
         that the distributee may transfer the assets to another individual
         retirement account."

34.  Article XIV, Section 4 is amended by adding the following subsection (I) at
         the end of the section:

         "(I) 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). Related phrases, for example "terminated
         Participant" and "terminates employment," shall be similarly
         interpreted."

35.  Article XIV, Section 5(c) is deleted and replaced with the following:

         "(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 is
         required."

36.  Article XIV, Section 6 is deleted and replaced with the following:

         "Section 6.       Direct Rollovers of Distributions

         Prior to making any Eligible Rollover Distribution from this Plan, the
         Benefits Committee 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 Benefits

                                      117

<PAGE>

         Committee 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 Benefits
         Committee 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.

         For distributions after December 31, 2001, 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 Benefits Committee 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 Benefits Committee 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.

         This Section is effective for distributions made on or after January 1,
         1993."

37.  Article XVII, Section 2 is amended by adding Subsection (K) at the end of
         the Section:

         "(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."

38.  Article XVII, Section 3, the third paragraph is deleted and replaced with
         the following:

         "The Employer or the Committee may specify (and modify) the deadlines
         for submitting various types of requests, provided that the
         administrative deadlines are uniformly enforced. The Employer or the
         Committee may refuse to accept Participants' loan requests, withdrawal
         requests, elections to change the percentage of Elective Deferrals or
         Employee After-Tax Contributions, 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."

                                      118

<PAGE>

39.  Article XIX, Section 1, definitions 3, 4, 5, and 6 are deleted and replaced
         with the following:

         "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 (or for Plan Years beginning on or
         before December 31, 2001, the preceding 4 Plan Years) (construed to be
         the determination period) was: (i) an officer of an Affiliated Employer
         who had annual Compensation for a Plan Year beginning after December
         31, 2001, greater than $130,000 As Adjusted or for a Plan Year
         beginning on or before December 31, 2001, greater than 50% of the
         maximum dollar limitation under Code Section 415(b)(1)(A) as in effect
         for the calendar year in which the Determination Date falls; (ii) for
         Plan Years beginning on or before December 31, 2001, an owner (or
         considered an owner under Code Section 318) of one of the ten largest
         interests in an Affiliated Employer if the employee's annual
         Compensation equals or exceeds the maximum dollar limitation under Code
         Section 415(c)(1)(A) as in effect for the calendar year in which the
         Determination Date falls); (iii) a 5% owner of an Affiliated Employer,
         or (iv) 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 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

                                      119

<PAGE>

         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).

40.  Article XIX, Section 2 is deleted and replaced with the following:

         "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, Employee After-Tax Contributions, and for
         Plan Years beginning on or before December 31, 2001, Employer Matching
         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

                                      120

<PAGE>

         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."

41.  Appendix A, the following shall be deleted from the Items Excluded from
     "Compensation":

                                 "Aircraft Use"

IN WITNESS WHEREOF, Belden Wire & Cable Company, by its duly authorized officer,
executes this amendment on the 31st day of December, 2002.

                                                     BELDEN WIRE & CABLE COMPANY

                                                     By:  /s/Cathy O. Staples
                                                          ----------------------
                                                             Cathy O. Staples

                                                     Its: Vice President

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

                                      121

</TEXT>
</DOCUMENT>
