Exhibit 10.12


December 21, 2001

Mr. Leo A. Schrider
2962 Wildridge, N.W.
Massillon, Ohio  44646

Dear Leo:

This Letter of Agreement summarizes the discussions which we have had concerning
your transition into retirement over the next two years. The terms are as
follows:

    1.   Subject to earlier termination as set forth in Paragraph 14, this
         arrangement will be in effect from January 1, 2002 through December 31,
         2003 (the "Transition Period").

    2.   Effective January 1, 2002, you will be classified as a part-time
         employee of the Company.

    3.   During the Transition Period, you will work as a part-time employee
         approximately ten hours per week on average, performing such duties as
         may be assigned.

    4.   During the Transition Period, you would receive the full base salary
         which you are receiving as of December 31, 2001, i.e., $145,948.37 per
         year.

    5.   You would qualify for any applicable executive year-end bonus for
         calendar year 2001.

    6.   Prior stock options granted to you become 100% vested upon your
         execution of this Agreement.

    7.   Belden will pay the full cost of medical and dental insurance coverage
         through June 30, 2002. You may thereafter pick up the cost at the COBRA
         rate until you are eligible for Medicare. In the event of your death,
         your current wife may continue to purchase at the COBRA rate until age
         65 unless she were to remarry or go to work for any employer which
         offers medical benefits.

    8.   After December 31, 2001, you will not be eligible to participate in any
         other benefit plan of the Company.

    9.   During the Transition Period, you would be reimbursed for reasonable
         out-of-pocket expenses incurred in your part-time position with the
         Company.

    10.  You would maintain an office at Belden, along with access to computer
         and other support services. This arrangement will continue at the sole
         discretion of the CEO.





Page 2.
December 21, 2001
Leo A. Schrider


    11.  During the Transition Period, you would not perform work of any kind
         for any other entity, whether as an employee or as a contractor or
         consultant, without my prior express written authorization.

    12.  Dave Wozniak will assume your current responsibilities as of January 1,
         2002, and thereafter you will report to Dave.

    13.  This Agreement will be considered to be your request for part time
         employment effective December 31, 2001, and resignation as a part time
         employee effective December 31, 2003, or an earlier date of termination
         pursuant to Paragraph 14.

    14.  This Agreement may be terminated by either Belden or you at any time
         prior to December 31, 2003, upon ten days written notice. If the
         agreement is terminated, any remaining salary payable through December
         31, 2003, as provided in Subsection 4 of this letter will be paid in
         one lump sum payment within thirty days of written notice of the
         termination of the agreement by either Belden or you. The terms of
         Paragraphs 6, 7 and 16 will survive any termination of this Agreement.

    15.  The acceptance of the terms of this Agreement constitutes a waiver of
         any claim you may have for severance pay of any kind under any other
         agreement or Belden policy.

    16.  You agree that during your employment and permanently following the end
         of your employment you will not disclose to any person, firm,
         association, partnership, entity or corporation, other than in
         discharge of your duties or pursuant to a court order or in discovery
         proceedings in which you are required to present evidence or testimony
         in a matter associated with Belden's business dealings, any information
         concerning Belden's business, including: (i) the business operations or
         internal structure of Belden; (ii) Belden's customers; (iii) Belden's
         financial condition; and (iv) other confidential information including
         but not limited to trade secrets, technical data, sales figures and
         forecasts, marketing analyses and studies, customer and price lists,
         including any and all of the foregoing confidential information of any
         affiliates or subsidiaries of Belden. All papers and records of every
         kind, including all memoranda, lists, tapes, notes, sketches, designs,
         plans, data, telephone lists, address lists, rolodexes, customer lists,
         price lists and other documents, whether made by your or Belden
         relating in any way to the business and affairs of Belden, its
         successors, affiliates and subsidiaries or to any business or field of
         investigation of Belden which shall at any time come into your
         possession or control, shall be the sole and exclusive property of
         Belden and you shall surrender these to Belden at any time upon request
         from Belden.


                                       2




Page 3.
December 21, 2001
Leo A. Schrider




If the terms of this Agreement are acceptable to you, please sign and return a
copy to me no later than December 31, 2001.

Sincerely,

/s/ John L. Schwager
---------------------------------------
John L. Schwager
President & Chief Executive Officer




Accepted this 21st day of December, 2001


/s/ Leo A. Schrider
-----------------------------------------
Leo A. Schrider


                                       3