Supplemental Excess Defined Benefit Plan

BELDEN WIRE & CABLE COMPANY


SUPPLEMENTAL EXCESS DEFINED BENEFIT PLAN


(RESTATED EFFECTIVE JANUARY 1, 1998)


BELDEN WIRE & CABLE COMPANY


SUPPLEMENTAL EXCESS DEFINED BENEFIT PLAN


TABLE OF CONTENTS


Page
---- ARTICLE I PREAMBLES
Section 1.1 Establishment of Plan 1
Section 1.2 Purpose 1
Section 1.3 Interpretation and Governing Law 1


ARTICLE II DEFINITIONS 2


ARTICLE III ELIGIBILITY TO PARTICIPATE


Section 3.1 Participation and Eligibility Requirements 5
Section 3.2 Determination of Eligibility 5
Section 3.3 Termination of Participation 6


ARTICLE IV BENEFITS UPON RETIREMENT


Section 4.1 Retirement Benefits 7
Section 4.2 Death Benefits 7
Section 4.3 Vesting Upon Termination of Employment 8
Section 4.4 Long Term Disability Benefits 8


ARTICLE V DISTRIBUTION OF BENEFITS


Section 5.1 Form of Benefits 9
Section 5.2 Time of Benefit Payments 9


ARTICLE VI FUNDING


Section 6.1 Funding of the Plan 10
Section 6.2 Right to Assets 10
Section 6.3 No Guarantee of Benefits 10
Section 6.4 Change of Control 10


ARTICLE VII AMENDMENT OR TERMINATION OF THE PLAN


Section 7.1 Amendment or Termination 12
Section 7.2 Effect of Amendment or Termination 12
Section 7.3 Adoption by Subsidiaries 12


ARTICLE VIII PLAN ADMINISTRATOR


Section 8.1 Appointment 13
Section 8.2 Authority 13
Section 8.3 Indemnification 13


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ARTICLE IX CLAIMS FOR BENEFITS


Section 9.1 Submission of Claims 14
Section 9.2 Denial of Claims 14
Section 9.3 Review of Denied Claims 14


ARTICLE X MISCELLANEOUS PROVISIONS


Section 10.1 Participant's Rights 15
Section 10.2 Information to be Furnished 15
Section 10.3 Alienation 15
Section 10.4 Construction 15
Section 10.5 Severability 16
Section 10.6 Liability 16


ARTICLE I


PREAMBLES


SECTION 1.1 ESTABLISHMENT OF PLAN


Effective August 1, 1993, Belden Wire & Cable Company ("Company") established the Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan as an unfunded program of deferred compensation for highly compensated employees and their Beneficiaries.


SECTION 1.2 PURPOSE


The Plan was adopted to ensure the overall effectiveness of the Company's compensation program in attracting, retaining and motivating qualified senior management and highly compensated employees. This Plan will provide for payment of benefits that will supplement the benefits otherwise provided by the Belden Wire & Cable Company Pension Plan ("Pension Plan") as amended from time to time (and any tax-qualified plan adopted as a successor to the Pension Plan).


This Plan shall be binding on the Company and any successor company into which or with which the Company or any constituent part thereto may be merged or consolidated, or to which the Company or any constituent part thereof may sell or distribute by way of liquidation or otherwise any or all of its assets.


SECTION 1.3 INTERPRETATION AND GOVERNING LAW


This Plan is intended to constitute an unfunded program maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees consistent with the requirements of Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974 ("ERISA").


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ARTICLE II


DEFINITIONS


2.1 "BENEFICIARY" OR "BENEFICIARIES" means the person or persons designated or
deemed designated, pursuant to the provisions of the Pension Plan to
receive or continue to receive benefits upon the death of a Participant.


2.2 "CHANGE OF CONTROL" means


(A) the purchase or other acquisition by any person, entity or group,
within the meaning of Section 13(d) or 14(d) of the Securities
Exchange Act of 1934, or any comparable successor provisions, of
beneficial ownership of thirty percent (30%) or more of either the
outstanding shares of common stock or the combined voting power of the
Company's then outstanding voting securities entitled to vote
generally,


(B) at any time a majority of the Board of Directors of the Company is
comprised of persons other than Continuing Directors (for purposes of
this subsection (B), Continuing Directors shall mean a member of the
Board of Directors who was either (i) first elected or appointed to
the Board prior to the date of this Plan; or (ii) subsequently elected
or appointed to the Board by a majority of the then Continuing
Directors),


(C) any reorganization or recapitalization of the Company which would
result in a Change of Control, or


(D) a liquidation or dissolution of the Company or the sale of all or
substantially all of the Company's assets.


2.3 "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.


2.4 "COMPANY" means Belden Wire & Cable Company.


2.5 "DEFERRAL PLAN" means the Belden Wire & Cable Company Management Incentive
Compensation Deferral Plan.


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2.6 "EFFECTIVE DATE" means August 1, 1993.


2.7 "EMPLOYEE" means any person employed by the Employer who is covered under
the terms of the Pension Plan and who is a member of a select group of
management or is a highly compensated employee as specifically designated
by the Company in its sole discretion.


2.8 "EMPLOYER" means Belden Wire & Cable Company, Belden Communications
Company, Belden Technologies, Inc. and such other entity that may adopt
this Plan pursuant to Section 7.3 of Article VII.


2.9 "PARTICIPANT" means an Employee who has met the eligibility conditions of
Article III and is selected by the Company to participate under this Plan.


2.10 "PENSION PLAN" means the Belden Wire & Cable Company Pension Plan.


2.11 "PLAN" means the Belden Wire & Cable Company Supplemental Excess Defined
Benefit Plan.


2.12 "PLAN ADMINISTRATOR" means the person or persons appointed to administer
the Plan in accordance with Article VII of the Plan.


2.13 "PLAN YEAR" means the twelve (12) month period beginning January 1 and
ending the following December 31.


2.14 "PRIOR PLAN" means the Cooper Industries, Inc. Supplemental Excess Defined
Benefit Plan.


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2.15 "TRUST" means the Trust Agreement between Belden Wire & C ...