Exhibit 10.02

                              NON-COMPETE COVENANT

February 6, 2006

Mr. Robert W. Matz
7550 Thorn Creek Lane
Tega Cay, SC 29708

Dear Bob:

     In consideration for Belden CDT Inc. (the "Company") granting you the right
to receive the benefits of the penultimate sentence of Section 3 of your
retention and integration award agreement, dated June 28, 2004, benefits under
your Change of Control Employment Agreement dated May 13, 2002 (as amended), and
other good and valuable consideration, the receipt of which you acknowledge, you
agree to the following:

     (a)  For the period of one year beginning on February 6, 2006 (the
          "Period"), you will not, directly or indirectly solicit, entice,
          persuade or induce any employee, director, or officer of the Company
          or its subsidiaries or affiliates (collectively, the "Group") to
          terminate his or her employment or engagement by the Group to become
          employed or engaged by any person, firm, corporation or other business
          enterprise other than a member of the Group;

     (b)  During the Period, you will not, directly or indirectly, engage,
          participate, make any financial investment in, or become employed by
          or render advisory or other services to or for any person, firm,
          corporation or other business enterprise (the "Competing Enterprise")
          which is engaged, directly or indirectly, during the Period, in
          competition with the Group in the development, design, manufacture,
          marketing or distribution of wire and cable or connectivity products
          in the United States and in any foreign jurisdiction in which the
          Group operates provided that the competitive businesses of the
          Competing Enterprise account for more than 10% of the net sales of the
          Competing Enterprise for its most recently completed fiscal year and
          you do not work or consult in such competitive business.

          The foregoing covenant shall not be construed to preclude you from
          making any investments in the securities of any company, whether or
          not engaged in competition with the Group, to the extent that such
          securities are actively traded on a national securities exchange or in
          the over-the-counter market in the United States or any foreign
          securities exchange and, after giving effect to such investment, you
          do not beneficially own securities representing more than 1% of the
          combined voting power of the voting securities of such company.



Mr. Robert W. Matz
February 6, 2006
Page 2


     (c)  During the Period, you will not divulge, furnish or make available to
          any person any knowledge or information with respect to the business
          or affairs of the Group which is confidential, including, without
          limitation, "know-how," trade secrets, customer and supplier lists,
          pricing policies, operational methods, marketing plans or strategies,
          product development techniques or plans, business acquisition or
          disposition plans, new personnel employment plans, methods of
          manufacture, technical processes, designs and design projects,
          inventions and research projects and financial budgets and forecasts
          of the Group except (1) information which at the time is available to
          others in the business or generally known to the public other than as
          a result of disclosure by you not permitted hereunder, and (2) when
          required to do so by a court of competent jurisdiction, by any
          governmental agency or by any administrative body or legislative body
          (including a committee thereof) with purported or apparent
          jurisdiction to order you to divulge, disclose or make accessible such
          information. All memoranda, notes, lists, records, electronically
          stored data, recordings or videotapes and other documents (and all
          copies thereof) made or compiled by you or made available to you
          concerning the business of the Group or any predecessor thereof shall
          be the property of the Company or such other member of the Group and
          shall be delivered to the Company or such other member of the Group
          promptly upon your retirement from the Company.

     (d)  You acknowledge that all developments, including, without limitation,
          inventions, patentable or otherwise, trade secrets, discoveries,
          improvements, ideas and writings that alone or jointly with others you
          may conceive, make, develop or acquire during your employment by the
          Group and any predecessor thereof (collectively, the "Developments"),
          are and shall remain the sole and exclusive property of the Group and
          you hereby assigns to the Group all of your right, title and interest
          in all such Developments. At any time upon request and at the expense
          of the Company, you shall execute, acknowledge and deliver to the
          Group all instruments that the Group shall prepare, give evidence, and
          take all other actions that are necessary or desirable in the
          reasonable opinion of the Company's counsel, to enable the Group to
          file and prosecute applications for and to acquire, maintain and
          enforce all letters patent, trademark registrations or copyrights
          covering the Developments in all countries in which the same are
          deemed necessary.

     (e)  You acknowledge that the services you have rendered to the Group are
          of a special, unique and extraordinary character and, in connection
          with such services, you have had access to confidential information
          vital to the Group's business and that irreparable injury would be
          sustained by the Group in the event of his breach of any of the
          covenants contained in this



Mr. Robert W. Matz
February 6, 2006
Page 3


          section (e) which injury could not be remedied adequately by the
          recovery of damages in an action at law. Accordingly, you agree that,
          upon a breach or threatened breach by you of any of such covenants,
          the Company and, to the extent appropriate, any other member of the
          Group shall be entitled, in addition to and not in lieu of any and all
          other remedies, to an injunction to be issued by any court of
          competent jurisdiction restraining the commission or continuance of
          any such breach or threatened breach upon minimal bond, with or
          without surety, and that such an injunction will not work an undue
          hardship on you.

     (f)  If any court determines that any of the provisions of these covenants
          are invalid or unenforceable, the remainder of such provisions shall
          not thereby be affected and shall be given full effect without regard
          to the invalid provisions. If any court construes any of the
          provisions of these covenants, or any part thereof, to be unreasonable
          because of the duration of such provision or the geographic scope
          thereof, such court shall have the power to reduce the duration or
          restrict the geographic scope of such provision and to enforce such
          provision as so reduced or restricted.

     Bob, please acknowledge your agreement with the terms of this letter by
returning a signed copy to me.

Very truly yours,


/s/ Kevin L. Bloomfield
-------------------------------------


Belden CDT Inc.

Acknowledged and Agreed:


/s/ Robert W. Matz
-------------------------------------
Robert W. Matz

Dated: February 6, 2006