EXHIBIT 10.54
TRUST AGREEMENT
Establishing
THE
TRUST
BY AND BETWEEN
BELDEN WIRE & CABLE COMPANY
(FOR THE SUPPLEMENTAL EXCESS DEFINED CONTRIBUTION PLAN)
and
CG TRUST COMPANY
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
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Section 1 Establishment of Trust 1
Section 2 Payments to Plan Participants 2
and Their Beneficiaries
Section 3 Trustee Responsibility Regarding 3
Payments to Trust Beneficiary
When Company is Insolvent
Section 4 Payments to Company 4
Section 5 Investment Authority 4
Section 6 Disposition of Income 4
Section 7 Accounting by Trustee 5
Section 8 Responsibility of Trustee 5
Section 9 Compensation and Expenses of Trustee 6
Section 10 Resignation and Removal of Trustee 6
Section 11 Appointment of Successor 7
Section 12 Amendment or Termination 7
Section 13 Payment of Incurred Expenses 8
Section 14 Miscellaneous 8
Section 15 Effective Date 9
</Table>
(a) This Agreement made this first day of January, 2001, by and between
Belden Wire & Cable Company (the "Company") and CG Trust Company, a
trust company organized under the laws of the State of Illinois with
its principal office and place of business in Chicago, Illinois (the
"Trustee");
(b) WHEREAS, Company has adopted the Belden Wire & Cable Company
Supplemental Excess Defined Contribution Plan (the "Plan");
(c) WHEREAS, Company has incurred or expects to incur liability under the
terms of such Plan with respect to the individuals participating in
such Plan;
(d) WHEREAS, Company wishes to establish a trust (hereinafter called
"Trust" or "Trust Fund") and to contribute to the Trust assets that
shall be held herein, subject to the claims of Company's creditors in
the event of Company's insolvency, as herein defined, until paid to
Plan participants and their beneficiaries in such manner and at such
times as specified in the Plan;
(e) WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of
the Plan as an unfunded plan maintained for the purpose of providing
deferred compensation for a select group of management or highly
compensated employees for purposes of Title I of the Employee
Retirement Income Security Act of 1974;
(f) WHEREAS, it is the intention of Company to make contributions to the
Trust to provide itself with a source of funds to assist in the
meeting of its liabilities under the Plan.
NOW, THEREFORE, the parties do hereby establish the Trust and agree that the
Trust shall be comprised, held and disposed of as follows:
Section 1. Establishment of Trust.
(a) Company hereby deposits with Trustee in trust certain good and
valuable consideration, which shall become the principal of the Trust
to be held, administered and disposed of by Trustee as provided in
this Trust Agreement.
(b) The Trust hereby established shall be revocable by the Company; it
shall become irrevocable upon a Change of Control, as defined herein.
(c) The Trust is intended to be a grantor trust, of which Company is the
grantor, within the meaning of subpart E, part I, subchapter J,
chapter 1, subtitle A of the Internal Revenue Code of 1986, as
amended, and shall be construed accordingly.
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(d) The principal of the Trust, and any earnings thereon shall be held
separate and apart from other funds of Company and shall be used
exclusively for the uses and purposes of Plan participants and
general creditors as herein set forth. Before a Change in Control,
(i) plan participants and their beneficiaries shall have no preferred
claim on, or any beneficial ownership interest in, any assets of the
Trust, (ii) any rights created under the Plan and this Trust
Agreement shall be mere unsecured contractual rights of Plan
participants and their beneficiaries against Company, (iii) any
assets held by the Trust will be subject to the claims of Company's
general creditors under federal and state law in the event of
insolvency, as defined in Section 3(a) herein.
(e) Upon a Change of Control, Company shall, as soon as possible, but in
no event longer than thirty (30) days following the Change of
Control, as defined herein, make an irrevocable contribution to the
Trust in an amount that is sufficient to pay all Plan participants
and their beneficiaries the aggregate accrued benefits to which they
would be entitled pursuant to the Plan as of the date of the Change
of Control (whether or not they are then entitled to receive such
accrued benefits), and shall thereafter make further irrevocable
contributions to the Trust on a current basis as and in the amount
that such benefits accrue. The Trustee shall have no responsibility
for enforcing the Company's obligation to make payment of any
contribution to the Trust, for the timing or amount thereof, or for
the adequacy of the Trust to meet or discharge any liabilities of the
Plan.
Section 2. Payments to Plan Participants and Their Beneficiaries.
(a) Company shall deliver to Trustee a schedule (the "Payment Schedule")
that indicates the amounts payable in respect of each Plan
participant (and his or her beneficiaries), that provides a formula
or other instructions acceptable to Trustee for determining the
amounts so payable, the form in which such amount is to be paid (as
provided for or available under the Plan), and the time of
commencement for payment of such amounts. Except as otherwise
provided herein, Trustee shall make payments to the Plan participants
and their beneficiaries in accordance with such Payment Schedule. The
Trustee shall make provisions for reporting and withholding of any
federal, state or local taxes that may be required to be withheld
with respect to the payment of benefits pursuant to the terms of the
Plan and shall pay amounts withheld to the appropriate taxing
authorities or determine that such amounts have been reported,
withheld and paid by Company.
(b) The entitlement of a Plan participant or his or her beneficiaries to
benefits under the Plan shall be determined by Company or such party
as it shall designate under the Plan, and any claim for such benefits
shall be considered and reviewed under the procedures set out in the
Plan.
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(c) Company may make payment of benefits directly to Plan participants or
their beneficiaries as they become due under the terms of the Plan.
Company shall notify Trustee of its decision to make payment of
benefits directly prior to the time amounts are payable to
participants or their beneficiaries. Trustee shall require Company to
provide reasonable written documentation that such payments have been
made directly to such participant or beneficiary. In addition, if the
principal of the Trust, and any earnings thereon, are not sufficient
to make payments of benefits in accordance with the terms of the
Plan, Company shall make the balance of each such payment as it falls
due. Trustee shall notify Company where principal and earnings are
not sufficient.
Section 3. Trustee Responsibility Regarding Payments to Trust Beneficiary When
Company is Insolvent.
(a) Trustee shall cease payment of benefits to Plan participants and
their beneficiaries if the Company is insolvent. Company shall be
considered "insolvent" for purposes of this Trust Agreement if (i)
Company is unable to pay its debts as they become due or (ii) Company
is subject to a pending proceeding as a debtor under the United
States Bankruptcy Code.
(b) At all times during the continuance of this Trust, as provided in
Section 1(d) hereof, the principal and income of the Trust shall be
subject to claims of general creditors of Company under federal and
state law as set forth below.
(1) The Board of Directors and the Chief Executive Officer of
Company shall have the duty to inform Trustee in writing of
Company's insolvency. If a person claiming to be a creditor of
Company alleges in writing to Trustee that Company has become
insolvent, Trustee shall determine whether Company is
insolvent and, pending such determination, Trustee shall
discontinue payment of benefits to Plan participants or their
beneficiaries.
(2) Unless Trustee has actual knowledge of Company's insolvency,
or has received notice from Company or a person claiming to be
a creditor alleging that Company is insolvent, Trustee shall
have no duty to inquire whether Company is insolvent. Trustee
may in all events rely on such evidence concerning Company's
solvency as may be furnished to Trustee and that provides
Trustee with a reasonable basis for making a determination
concerning Company's solvency.
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(3) If at any time Trustee has determined that Company is
insolvent, Trustee shall discontinue payments to Plan
participants or their beneficiaries and shall hold the assets
of the Trust for the benefit of Company's general creditors.
Nothing in this Trust Agreement shall in any way diminish any
rights of Plan participants or their beneficiaries to pursue
their rights as general creditors of Company with respect to
benefits due under the Plan or otherwise.
(4) Trustee shall resume the payment of benefits to Plan
participants or their beneficiaries in accordance with Section
2 of this Trust Agreement only after Trustee has determined
that Company is not insolvent (or is no longer insolvent).
(c) Provided that there are sufficient assets, if Trustee discontinues
the payment of benefits from the Trust pursuant to Section 3(b)
hereof and subsequently resumes such payments, the first payment
following such discontinuance shall include the aggregate amount of
all payments due to Plan participants or their beneficiaries under
the terms of the Plan for the period of such discontinuance, less
the aggregate amount of any payments made to Plan participants and
their beneficiaries by Company in lieu of the payments provided for
hereunder during any such period of discontinuance.
Section 4. Payments to Company.
Except as provided in Section 3 hereof, after the Trust has become irrevocable,
Company shall have no right or power to direct Trustee to return to Company or
to divert to others any of the Trust assets before all payment[s] of accrued
benefits (present and future) have been made to Plan participants and their
beneficiaries pursuant to the terms of the Plan.
Section 5. Investment Authority.
Trustee shall have the power to invest the assets of the Trust Fund in such
investment vehicles as directed by the Company, including insurance policies or
securities (including stock or rights to acquire stock) or obligations issued by
Company. All rights associated with assets of the Trust shall be exercised by
Trustee or the person designated by Trustee pursuant to the Company's direction,
and shall in no event be exercisable by or rest with Plan participants.
Section 6. Disposition of Income.
During the term of this Trust, all income received by the Trust, net of expenses
and taxes, shall be accumulated and reinvested.
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Section 7. Accounting by Trustee.
The Trustee has accepted this Trust on the condition that the Company has
entered or is entering into a service agreement with Connecticut General Life
Insurance Company ("Connecticut General") whereby Connecticut General will
provide recordkeeping services for all assets held pursuant to this Trust
Agreement. The Trustee shall be required to forward to the Company, or require
Connecticut General to forward to the Company, the recordkeeping reports and
related financial information provided by Connecticut General, but the Trustee
shall not otherwise be required to provide Trust accounts.
Section 8. Responsibility of Trustee.
(a) Trustee shall act with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent person
acting in like capacity and familiar with such matters would
use in the conduct of an enterprise of a like character and
with like aims, provided, however, that Trustee shall incur no
liability to any person for any action taken pursuant to a
direction, request or approval given by Company or any
delegate appointed by the Company which is contemplated by,
and in conformity with, the terms of the Plan or this Trust
and is given in writing by Company or its delegate. In the
event of a dispute between Company and a party, Trustee may
apply to a court of competent jurisdiction to resolve the
dispute.
(b) If Trustee undertakes or defends any litigation arising in
connection with this Trust, Company agrees to indemnify
Trustee against Trustee's costs, expenses and liabilities
(including, without limitation, attorneys' fees and expenses)
relating thereto and to be primarily liable for such payments.
If Company does not pay such costs, expenses and liabilities
in a reasonably timely manner, Trustee may obtain payment from
the Trust.
(c) Trustee may hire agents, accountants, actuaries, investment
advisors, financial consultants or other professionals to
assist it in performing any of its duties or obligations
hereunder, including recordkeeping, reporting, custody of
assets or proxy voting. Such agents may include affiliates of
the Trustee.
(d) Trustee shall have, without exclusion, all powers conferred in
Trustees in accordance with applicable law, unless expressly
provided otherwise herein, provided, however, that if an
insurance policy is held as an asset of the Trust, Trustee
shall have no power to name a beneficiary other than the
Trust, to assign the policy (as distinct from conversion of
the policy to a different form) other than to a successor
trustee, or to loan to any person the proceeds of any
borrowing against such policy.
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(e) The Company shall indemnify and hold harmless the Trustee from
and against any and all claims, losses, damages, expenses
(including reasonable counsel fees) and liability to which the
Trustee may be subject by reason of any act done or omitted to
be done, except where the same is finally adjudicated to be
due to the negligence or willful misconduct of the Trustee.
(f) In addition to and in no way in limitation of the
indemnification of paragraph (e) of this section, the Company
hereby agrees to indemnify and hold harmless the Trustee from
and against any claims, losses, damages, expenses (including
reasonable counsel fees) and liability to which the Trustee
may be subject by reason of any act or omission of any prior,
subsequent or existing trustee of the Plan.
(g) The Trustee shall be responsible only for such assets as are
actually received by it as Trustee hereunder. The Trustee
shall have no duty or authority to ascertain whether any
contributions should be made to it pursuant to the Plan or to
bring any action to enforce any obligation to make any such
contribution, nor shall it have any responsibility concerning
the amount of any contribution or the application of the
Plan's contribution formula. The Trustee shall have no
responsibility for any assets not held under this Trust, even
if those assets are held as assets of the Plan under a
separate trust agreement. Responsibility for any such assets
shall be solely that of the trustees named in such separate
trust agreement, or, in the event no such separate trust
exists, the Company.
Section 9. Compensation and Expenses of Trustee.
Company shall pay all administrative and Trustees' fees and expenses in
accordance with a fee schedule provided to the Company. In addition, Trustee
shall be paid its reasonable expenses, including reasonable expenses of counsel
and other agents employed by the Trustee, incurred in connection with
administration of the Trust Fund. If the Trustee proposes an amended fee
schedule and the Company fails to object thereto within ninety (90) days of its
receipt, the amended fee schedule shall be deemed accepted by the Company. If
not paid, the fees and expenses shall be paid from the Trust.
Section 10. Resignation and Removal of Trustee.
(a) Trustee may resign at any time by written notice to Company,
which shall be effective 30 (thirty) days after receipt of
such notice unless Company and Trustee agree otherwise.
(b) Trustee may be removed by Company on 30 (thirty) days notice
or upon shorter notice accepted by Trustee.
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(c) The Trustee's service pursuant to this Agreement is
conditioned upon the existence of one or more contracts
between the Company and Connecticut General providing for full
Plan recordkeeping services. In the event the contract
providing for such recordkeeping services is discontinued or
terminated, this Trust Agreement shall be terminated as well
with no further notice from either party to the other as of
the date of discontinuance or termination of the contract
providing for Plan recordkeeping services.
(d) Upon resignation or removal of Trustee and appointment of a
successor Trustee, all assets shall subsequently be
transferred to the successor Trustee. The transfer shall be
completed within 30 days after receipt of notice of
resignation, removal or transfer, unless Company extends the
time limit.
(e) If Trustee resigns or is removed, a successor shall be
appointed, in accordance with Section 11 hereof, by the
effective date of resignation or removal under paragraph(s)
(a), (b) or (c) of this section. If no such appointment has
been made, Trustee may apply to a court of competent
jurisdiction for appointment of a successor or for
instructions. All expenses of Trustee in connection with the
proceeding shall be allowed as administrative expenses of the
Trust.
Section 11. Appointment of Successor.
If Trustee resigns or is removed in accordance with Section 10(a), (b) or (c)
hereof, Company may appoint any third party, such as a bank trust department or
other party that may be granted corporate trustee powers under state law, as a
successor to replace Trustee upon resignation or removal. The appointment shall
be effective when accepted in writing by the new Trustee, who shall have all of
the rights and powers of the former Trustee, including ownership rights in the
Trust assets. The former Trustee shall execute any instrument necessary or
reasonably requested by Company or the successor Trustee to evidence the
transfer.
Section 12. Amendment or Termination.
(a) This Trust Agreement may be amended by a written instrument
executed by Trustee and Company. Notwithstanding the
foregoing, no such amendment shall conflict with the terms of
the Plan or shall make the Trust revocable after it has become
irrevocable in accordance with Section 1(b) hereof.
(b) The Trust shall not terminate until the date on which Plan
participants and their beneficiaries are no longer entitled to
benefits pursuant to the terms of the Plan. Upon termination
of the Trust any assets remaining in the Trust shall be
returned to Company.
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(c) If and when the Trust becomes irrevocable as provided herein,
any amendment of this Agreement will require the approval of
at least 80 percent of the Plan Participants (or their
beneficiaries).
Section 13. Payment of Incurred Expenses
So long as the Participant is not acting in bad faith, the Company shall
promptly pay as they are incurred by each Plan Participant any Expenses arising
from or related to any action, suit, or proceeding filed by a Participant to
enforce his or her rights under this Agreement or Plan ("Claim"). "Expenses"
shall mean all costs, expenses (including attorney's fees, witness fees and
investigative costs) and obligations paid or incurred in connection with or
relating to a Claim (including all interest, assessments and other charges paid
or payable in connection with or in respect of any of the foregoing).
Section 14. Miscellaneous.
(a) Any provision of this Trust Agreement prohibited by law shall
be ineffective to the extent of any such prohibition, without
invalidating the remaining provisions hereof.
(b) Benefits payable to Plan participants and their beneficiaries
under this Trust Agreement may not be anticipated, assigned
(either at law or in equity), alienated, pledged, encumbered
or subjected to attachment, garnishment, levy, execution or
other legal or equitable process.
(c) This Trust Agreement and the Trust hereby created shall be
governed, construed, administered and regulated in all
respects in accordance with the laws of Illinois.
(d) For purposes of this Trust, the term "Change of Control" shall
mean (i) the occurrence of a Triggering Event under the Rights
Agreement of July 6, 1995 between Belden, Inc. and the Chase
Mellon Shareholder Services, LLC, (successor to First Chicago
Trust Company of New York), as such Rights Agreement may be
assigned or amended, or (ii) the purchase or other acquisition
by any person, entity or group thereof, within the meaning of
Section 13(d) or 14(d) of the Securities Exchange act of 1934
("Act"), or any comparable successor provisions, of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under
the Act) of 25 percent or more of either outstanding shares of
common stock or the combined voting power of Company's then
outstanding voting securities entitled to vote generally,
(iii) the approval by the stockholders of the Company of a
reorganization, merger, or consolidation, in each case, with
respect to which persons who were stockholders of the Company
immediately prior to such reorganization, merger or
consolidation do not, immediately thereafter, own more than 60
percent of the combined voting power entitled to vote
generally in the election of directors of the reorganized,
merged or
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consolidated Company's then outstanding securities, or (iv) a
liquidation or dissolution of Company or of the sale of all or
substantially all of the Company's assets. The Board of
Directors and the Chief Executive Officer of the Company shall
have a duty to inform Trustee in writing of any Change of
Control. Unless Trustee has actual knowledge of Company's
Change of Control, or has received notice from the Company
that a Change of Control has occurred, Trustee shall have no
duty to inquire whether a Change of Control has occurred.
(e) In the event of any conflict between provisions of the Plan
and those of this Trust Agreement, this Trust Agreement shall
prevail.
Section 15. Effective Date.
The effective date of this Trust Agreement shall be January 1, 2001.
Attest: BELDEN WIRE & CABLE COMPANY
/s/ Eivind J. Kolemainen By /s/ Cathy O. Staples
- --------------------------- --------------------------------
Its Vice President
-------------------------------
Date March 26, 2001
------------------------------
Attest: CG TRUST COMPANY
/s/ By /s/
- --------------------------- ----------------------------------
Its
----------------------------------
Date
---------------------------------
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