Belden Inc. – ‘10-Q’ for 9/30/04 – EX-10.55

On:  Monday, 11/15/04, at 4:53pm ET   ·   For:  9/30/04   ·   Accession #:  950137-4-10050   ·   File #:  1-12561

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Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    525K 
 2: EX-4.1      Amendment to Rights Agreement                          1     18K 
 3: EX-10.1     Rentention Award Letter Agreement                      4     34K 
12: EX-10.10    Rentention Award Letter Agreement                      3     34K 
13: EX-10.13    1st Amendment to Change of Control Employment Agmt     2     21K 
14: EX-10.14    1st Amendment to Change of Control Employment Agmt     2     21K 
15: EX-10.15    1st Amendment to Change of Control Employment Agmt     2     21K 
16: EX-10.16    1st Amendment to Change of Control Employment Agmt     2     21K 
17: EX-10.17    1st Amendment to Change of Control Employment Agmt     2     20K 
18: EX-10.18    1st Amendment to Change of Control Employment Agmt     2     21K 
19: EX-10.19    1st Amendment to Change of Control Employment Agmt     2     20K 
 4: EX-10.2     Rentention Award Letter Agreement                      4     34K 
20: EX-10.20    Form of Restricted Stock Grant                         2     22K 
21: EX-10.21    First Amendment to Indemnification Agreement           2     21K 
22: EX-10.22    First Amendment to Indemnification Agreement           2     21K 
23: EX-10.23    First Amendment to Indemnification Agreement           2     21K 
24: EX-10.24    First Amendment to Indemnification Agreement           2     21K 
25: EX-10.25    First Amendment to Indemnification Agreement           2     21K 
26: EX-10.26    First Amendment to Indemnification Agreement           2     21K 
27: EX-10.27    First Amendment to Indemnification Agreement           2     21K 
28: EX-10.28    First Amendment to Indemnification Agreement           2     21K 
29: EX-10.29    First Amendment to Indemnification Agreement           2     21K 
 5: EX-10.3     Rentention Award Letter Agreement                      4     34K 
30: EX-10.30    First Amendment to Indemnification Agreement           2     21K 
31: EX-10.31    First Amendment to Indemnification Agreement           2     21K 
32: EX-10.32    Indemnification Agreement                              8     48K 
33: EX-10.33    Indemnification Agreement                              8     48K 
34: EX-10.34    Indemnification Agreement                              8     48K 
35: EX-10.35    Indemnification Agreement                              8     48K 
36: EX-10.36    Indemnification Agreement                              8     48K 
37: EX-10.37    Indemnification Agreement                              8     48K 
38: EX-10.38    Indemnification Agreement                              8     48K 
39: EX-10.39    Indemnification Agreement                              8     48K 
 6: EX-10.4     Rentention Award Letter Agreement                      4     34K 
40: EX-10.40    Indemnification Agreement                              8     48K 
41: EX-10.41    Indemnification Agreement                              8     48K 
42: EX-10.42    Indemnification Agreement                              8     48K 
43: EX-10.43    Indemnification Agreement                              8     48K 
44: EX-10.44    Indemnification Agreement                              8     48K 
45: EX-10.45    Indemnification Agreement                              8     48K 
46: EX-10.46    Indemnification Agreement                              8     48K 
47: EX-10.47    Indemnification Agreement                              8     48K 
48: EX-10.48    Indemnification Agreement                              8     48K 
49: EX-10.49    Indemnification Agreement                              8     48K 
 7: EX-10.5     Rentention Award Letter Agreement                      4     34K 
50: EX-10.50    3rd Amend to Supp. Excess Defined Contribution         2     21K 
                          Plan                                                   
51: EX-10.51    3rd Amend to Supp. Excess Defined Contribution         2     21K 
                          Plan                                                   
52: EX-10.52    Trust Agreement                                       11     47K 
53: EX-10.53    Trust Agreement                                        2     21K 
54: EX-10.54    Trust Agreement                                       11     49K 
55: EX-10.55    First Amendment to Trust Agreement                     2     21K 
56: EX-10.59    Amendment to 2003 Employee Stock Purchase Plan         1     16K 
 8: EX-10.6     Rentention Award Letter Agreement                      4     34K 
57: EX-10.60    Amendment to Employee Share Ownership Plan             1     16K 
58: EX-10.61    Amend to Amend & Rstd 1988 Employee Stock Purchase     1     19K 
                          & Option Plan                                          
59: EX-10.62    First Amendment to Credit & Security Agreement         8     27K 
60: EX-10.63    Consent & 2nd Amend to Credit & Security Agreement    17     48K 
 9: EX-10.7     Rentention Award Letter Agreement                      4     34K 
10: EX-10.8     Rentention Award Letter Agreement                      3     33K 
11: EX-10.9     Rentention Award Letter Agreement                      3     34K 
61: EX-31.1     302 Certification of Chief Executive Officer        HTML     23K 
62: EX-31.2     302 Certification of Chief Financial Officer        HTML     23K 
63: EX-32.1     906 Certification of Chief Executive Officer        HTML     17K 
64: EX-32.2     906 Certification of Chief Financial Officer        HTML     18K 

EX-10.55   —   First Amendment to Trust Agreement

EX-10.55
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                                                                   EXHIBIT 10.55

FIRST AMENDMENT TO THE TRUST AGREEMENT
ESTABLISHING THE TRUST
BY AND BETWEEN BELDEN WIRE & CABLE COMPANY
 (FOR THE SUPPLEMENTAL EXCESS DEFINED CONTRIBUTION PLAN)
and CG TRUST COMPANY (NOW PRUDENTIAL BANK & TRUST, F.S.B.)

WHEREAS, Belden Wire & Cable Company (hereinafter referred to as the "Company") 
and CG Trust Company, now Prudential Bank & Trust, F.S.B. (hereinafter referred 
to as the "Trustee"), established a trust pursuant to a Trust Agreement         
(hereinafter referred to as the "Trust Agreement") effective January 1, 2001    
establishing the Trust by and between Belden Wire & Cable Company (for the      
Supplemental Excess Defined Contribution Plan) and CG Trust Company, now        
Prudential Bank & Trust, F.S.B.;                                                

WHEREAS, the trust was established by the Trust Agreement in connection with the
Belden Wire & Cable Company Supplemental Excess Defined Contribution Plan (as   
amended from time to time, the "Plan");                                         

WHEREAS, Section 12 of the Trust Agreement provides for the amending of the     
Trust Agreement by written instrument executed by the Trustee and the Company;  
and                                                                             

WHEREAS, the Company and the Trustee deem it desirable to make certain          
amendments to the Trust Agreement effective immediately before the Effective    
Time, as defined in the Agreement and Plan of Merger by and among Cable Design  
Technologies Corporation, BC Merger Corp. and Belden Inc. dated as of February  
4, 2004, as amended;                                                            

NOW, THEREFORE, the Trust Agreement is amended effective immediately before the 
Effective Time as follows:                                                      

1. The definition of "Plan" is amended by inserting the words "as amended from  
time to time," immediately before the words "the 'Plan'" in the parenthetical in
the first "WHEREAS" clause.                                                     

2. Paragraph (d) of Section 14, which defines "Change of Control", is deleted   
and replaced with the following:                                                

"For purposes of this Trust, the term 'Change of Control' shall have the meaning
assigned by the Plan. For the avoidance of doubt, the consummation of the       
transactions contemplated by the Agreement and Plan of Merger by and among Cable
Design Technologies Corporation, BC Merger Corp. and Belden Inc. dated as of    
February 4, 2004, as amended, shall not constitute a 'Change of Control' under  
the Plan. The Board of Directors and the Chief Executive Officer of the Company 
shall have a duty to inform the Trustee in writing of any Change of Control.    
Unless Trustee has actual knowledge of a Change of Control, or has received     
notice from the Company that a Change of Control                                

1 

EX-10.55
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has occurred, Trustee shall have no duty to inquire whether a Change of Control 
has occurred."                                                                  

3. Capitalized terms used herein, unless otherwise defined herein, have the     
meaning ascribed to such terms in the Trust Agreement. Except as expressly      
provided herein all provisions of the Trust Agreement shall remain in full force
and effect.                                                                     

       IN WITNESS WHEREOF, Belden Wire & Cable Company and Prudential Bank &
Trust, F.S.B., by their respective duly authorized officers, execute this       
amendment as of the 14th day of July, 2004.                                     

                               BELDEN WIRE & CABLE COMPANY

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

                                        Its: Vice President, Human Resources
                                             -------------------------------

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

                                               PRUDENTIAL BANK & TRUST, F.S.B.

                       By: /s/
                                              ------------------------

                    Its:
                                               -----------------------

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-Q’ Filing		Date		First		Last			Other Filings
Filed on:		11/15/04
For Period End:		9/30/04							NT 10-Q
		2/4/04		1					4,  8-K,  SC 13G/A
		1/1/01		1
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