10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 23, 2007

Commission File No. 001-12561

BELDEN INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 36-3601505
(I.R.S. Employer
Identification No.)

7701 Forsyth Boulevard, Suite 800
St. Louis, Missouri 63105
(Address of principal executive offices)

(314) 854-8000
Registrant’s telephone number, including area code

The registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Act during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

The registrant is a large accelerated filer and is not a shell company.

Following is the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at October 30, 2007
Common Stock, $0.01 Par Value		45,238,728

Exhibit Index on Page 32

TABLE OF CONTENTS

	PART I FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS
	Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
	PART II OTHER INFORMATION
	Item 1: Legal Proceedings
	Item 1A: Risk Factors
	Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
	Item 6: Exhibits
Separation of Employment Agreement
General Release of All Claims
Executive Employment Agreement
Indemnification Agreement
Certification
Certification
Certification
Certification

PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BELDEN INC.
CONSOLIDATED BALANCE SHEETS

	September 23,			December 31,
	2007			2006
	(Unaudited)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	120,324		$	254,151
Receivables		429,609			217,908
Inventories, net		259,542			202,248
Deferred income taxes		40,828			34,664
Other current assets		16,860			10,465
Total current assets		867,163			719,436
Property, plant and equipment, less accumulated depreciation		382,885			272,285
Goodwill		637,095			275,134
Intangible assets, less accumulated amortization		163,494			70,964
Other long-lived assets		53,115			18,149
	$	2,103,752		$	1,355,968
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	410,219		$	200,008
Current maturities of long-term debt		110,000			62,000
Total current liabilities		520,219			262,008
Long-term debt		350,000			110,000
Postretirement benefits		127,891			62,995
Deferred income taxes		91,753			71,399
Other long-term liabilities		6,866			5,665
Stockholders’ equity:
Preferred stock		—			—
Common stock		503			503
Additional paid-in capital		634,034			591,416
Retained earnings		445,469			348,069
Accumulated other comprehensive income		47,384			15,013
Treasury stock		(120,367	)		(111,100	)
Total stockholders’ equity		1,007,023			843,901
	$	2,103,752		$	1,355,968

The accompanying notes are an integral part of these Consolidated Financial Statements

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BELDEN INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended						Nine Months Ended
	September 23, 2007			September 24, 2006			September 23, 2007			September 24, 2006
	(In thousands, except per share data)
Revenues	$	561,611		$	385,581		$	1,448,257		$	1,117,054
Cost of sales		(403,914	)		(296,208	)		(1,048,671	)		(862,089	)
Gross profit		157,697			89,373			399,586			254,965
Selling, general and administrative expenses		(93,756	)		(51,234	)		(243,406	)		(150,706	)
Gain on sale of assets		8,556			—			8,556			—
Asset impairment		—			(2,522	)		(3,262	)		(4,883	)
Operating income		72,497			35,617			161,474			99,376
Interest expense		(7,561	)		(3,056	)		(18,769	)		(10,549	)
Interest income		803			1,971			5,286			4,610
Other income (expense)		581			(82	)		(864	)		(551	)
Income from continuing operations before taxes		66,320			34,450			147,127			92,886
Income tax expense		(16,904	)		(10,064	)		(45,593	)		(32,036	)
Income from continuing operations		49,416			24,386			101,534			60,850
Loss from discontinued operations, net of tax (Note 4)		—			—			—			(1,330	)
Loss on disposal of discontinued operations, net of tax (Note 4)		—			—			—			(4,298	)
Net income	$	49,416		$	24,386		$	101,534		$	55,222
Weighted average number of common shares and equivalents:
Basic		45,084			43,513			44,887			43,044
Diluted		50,131			50,527			50,893			49,964
Basic income (loss) per share:
Continuing operations	$	1.10		$	0.56		$	2.26		$	1.41
Discontinued operations		—			—			—			(0.03	)
Disposal of discontinued operations		—			—			—			(0.10	)
Net income		1.10			0.56			2.26			1.28
Diluted income (loss) per share:
Continuing operations	$	0.99		$	0.50		$	2.01		$	1.26
Discontinued operations		—			—			—			(0.03	)
Disposal of discontinued operations		—			—			—			(0.08	)
Net income		0.99			0.50			2.01			1.15
Dividends declared per share	$	0.05		$	0.05		$	0.15		$	0.15
Reconciliation between net income and comprehensive income:
Net income	$	49,416		$	24,386		$	101,534		$	55,222
Adjustments to translation component of equity		19,462			5,479			32,371			24,110
Comprehensive income	$	68,878		$	29,865		$	133,905		$	79,332

The accompanying notes are an integral part of these Consolidated Financial Statements

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BELDEN INC.
CONSOLIDATED CASH FLOW STATEMENTS
(Unaudited)

	Nine Months Ended
	September 23, 2007			September 24, 2006
	(In thousands)
Cash flows from operating activities:
Net income	$	101,534		$	55,222
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		38,701			29,547
Asset impairment		3,262			4,883
Deferred income tax expense (benefit)		(3,084	)		22,267
Pension funding in excess of pension expense		(1,724	)		(19,474	)
Share-based compensation		7,516			4,039
Provision for inventory obsolescence		5,731			13,025
Loss (gain) on disposal of assets		(9,569	)		6,170
Changes in operating assets and liabilities, net of the effects of acquisitions and currency exchange rate changes:
Receivables		(41,887	)		(48,199	)
Inventories		10,161			(14,767	)
Accounts payable and accrued liabilities		49,222			15,792
Income taxes		20,133			(14,447	)
Other assets and liabilities, net		(11,680	)		4,373
Net cash provided by operating activities		168,316			58,431
Cash flows from investing activities:
Cash used to acquire businesses		(588,426	)		—
Proceeds from disposal of tangible assets		24,056			30,688
Capital expenditures		(41,483	)		(10,447	)
Net cash provided by (used in) investing activities		(605,853	)		20,241
Cash flows from financing activities:
Proceeds from exercise of stock options		29,132			34,265
Excess tax benefits related to share-based compensation		7,041			6,577
Cash dividends paid		(6,750	)		(6,518	)
Debt issuance costs		(10,212	)		(1,063	)
Payments under share repurchase program		(10,626	)		—
Borrowings under credit arrangements		546,000			—
Payments under borrowing arrangements		(258,000	)		(59,053	)
Net cash provided by (used in) financing activities		296,585			(25,792	)
Effect of foreign currency exchange rate changes on cash and cash equivalents		7,125			3,058
Increase (decrease) in cash and cash equivalents		(133,827	)		55,938
Cash and cash equivalents, beginning of period		254,151			134,638
Cash and cash equivalents, end of period	$	120,324		$	190,576

The accompanying notes are an integral part of these Consolidated Financial Statements

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BELDEN INC.
CONSOLIDATED STOCKHOLDERS’ EQUITY STATEMENT
NINE MONTHS ENDED SEPTEMBER 23, 2007
(Unaudited)

																Accumulated Other
																Comprehensive Income (Loss)
																Translation		Pension and
	Common Stock				Paid-In		Retained			Treasury Shares						Component		OPEB
	Shares		Amount		Capital		Earnings			Shares			Amount			of Equity		Adjustments			Total
	(in thousands)
Balance at December 31, 2006		50,335	$	503	$	591,416	$	348,069			(6,184	)	$	(111,100	)	$	44,841	$	(29,828	)	$	843,901
Net income								101,534														101,534
Foreign currency translation																	32,371					32,371
Comprehensive income																						133,905
Exercise of stock options						27,543					993			1,672								29,215
Share-based compensation						15,075																15,075
Forfeiture of stock by incentive plan participants in lieu of cash payment of individual tax liabilities related to share-based compensation											(6	)		(313	)							(313	)
Share repurchase program											(221	)		(10,626	)							(10,626	)
Adoption of FIN No. 48								2,684														2,684
Dividends ($.15 per share)								(6,818	)													(6,818	)
Balance at September 23, 2007		50,335	$	503	$	634,034	$	445,469			(5,418	)	$	(120,367	)	$	77,212	$	(29,828	)	$	1,007,023

The accompanying notes are an integral part of these Consolidated Financial Statements

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BELDEN INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1: Summary of Significant Accounting Policies

Basis of Presentation

The accompanying Consolidated Financial Statements include Belden Inc. (formerly known as Belden CDT Inc.) and all of its subsidiaries (the Company, us, we, or our). We eliminate all significant affiliate accounts and transactions in consolidation.

The accompanying Consolidated Financial Statements presented as of any date other than December 31, 2006:

• Are prepared from the books and records without audit, and

• Are prepared in accordance with the instructions to Form 10-Q and do not include all of the information required by accounting principles generally accepted in the United States for complete statements, but

• Include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial statements.

These Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Supplementary Data contained in our 2006 Annual Report on Form 10-K.

Reporting Periods

Our fiscal year and fiscal fourth quarter both end on December 31. Typically, our fiscal first, second and third quarter each end on the last Sunday falling on or before their respective calendar quarter-end. The nine months ended September 23, 2007 and September 24, 2006 include 266 and 267 calendar days, respectively.

Contingent Liabilities

We have established liabilities for environmental and legal contingencies that are probable of occurrence and reasonably estimable. We accrue environmental remediation costs, on an undiscounted basis, based on estimates of known environmental remediation exposures developed in consultation with our environmental consultants and legal counsel. We are, from time to time, subject to routine litigation incidental to our business. These lawsuits primarily involve claims for damages arising out of the use of our products, allegations of patent or trademark infringement, and litigation and administrative proceedings involving employment matters and commercial disputes. Based on facts currently available, we believe the disposition of the claims that are pending or asserted will not have a materially adverse effect on our financial position, results of operations or cash flow.

Current-Year Adoption of Accounting Pronouncements

On January 1, 2007, we adopted Financial Accounting Standards Board (FASB) Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109. This Interpretation required us to develop a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

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Additional information regarding the adoption of FIN No. 48 is included in Note 10 to these Consolidated Financial Statements.

Pending Adoption of Recent Accounting Pronouncements

In September 2006, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements. This Statement establishes a framework for measuring fair value within generally accepted accounting principles, clarifies the definition of fair value within that framework, and expands disclosures about the use of fair value measurements. This Statement does not require any new fair value measurements in generally accepted accounting principles. However, the definition of fair value in SFAS No. 157 may affect assumptions used by companies in determining fair value. We are required to adopt this Statement effective January 1, 2008. We have not completed our evaluation of the impact that adoption will have on our financial position, operating results and cash flows, but currently believe adoption will not require material modification of our fair value measurements and will be primarily limited to expanded disclosures in the notes to our consolidated financial statements.

In January 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value in an effort to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently. SFAS No. 159 would become effective for us on January 1, 2008 if we elected to use the fair value measurement option. We are currently in the process of evaluating the impact that use of the fair value measurement option on our financial instruments and other applicable items would have on our operating results, cash flows and financial condition.

Note 2: Acquisitions

During the nine months ended September 23, 2007, we completed three acquisitions. We acquired Hirschmann Automation and Control GmbH (Hirschmann) on March 26, 2007 for $258.2 million. Hirschmann has its headquarters in Germany and is a leading supplier of industrial ethernet solutions and industrial connectivity. The acquisition of Hirschmann enables us to deliver connectivity and networking solutions for demanding industrial environments and large-scale infrastructure projects worldwide. On March 27, 2007, we acquired LTK Wiring Co. Ltd. (LTK), a Hong Kong company, for $214.2 million. LTK is one of the largest manufacturers of electronic cable for the China market. LTK gives us a strong presence in China among OEM customers, including consumer electronics manufacturers. On April 30, 2007, we completed the purchase of the assets of Lumberg Automation Components (Lumberg Automation) for $116.0 million. Lumberg Automation has its headquarters in Germany and is a leading supplier of industrial connectors, high performance cord-sets and fieldbus communication components for factory automation machinery. Lumberg Automation complements the industrial connectivity portfolio of Hirschmann as well as our expertise in signal transmission. The results of operations of each acquisition have been included in our results of operations from their respective acquisition dates. Hirschmann and Lumberg Automation are included in the Europe segment, and LTK is included in the Asia Pacific segment.

-6-

All three acquisitions were cash transactions and were valued in total at $588.4 million, including transaction costs. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed (in thousands).

Current assets	$	234,296
Land and depreciable assets		110,301
Goodwill		344,305
Intangible assets		98,598
Other assets		26,233
Assets acquired		813,733
Liabilities assumed		225,307
Net assets acquired	$	588,426

The above purchase price allocation is preliminary and is subject to revision as more detailed analyses are completed and additional information about the fair value of individual assets and liabilities becomes available. We also plan to incur costs in connection with realigning portions of the acquired businesses. When management completes its realignment plans, we will be able to estimate the costs associated with those plans. Any change in the fair value of the acquired net assets and any realignment costs will change the amount of the purchase price allocable to goodwill.

The following table illustrates the pro forma effect on operating results as if the three acquisitions had been completed as of the beginning of each respective period.

	Nine Months Ended		Three Months Ended		Nine Months Ended
	September 23, 2007		September 24, 2006		September 24, 2006
	Unaudited (in thousands, except per share data)
Revenues	$	1,593,742	$	533,362	$	1,511,111
Income from continuing operations		107,141		17,545		57,951
Net income		107,141		17,545		52,323
Diluted income per share:
Continuing operations		2.12		0.36		1.20
Net income		2.12		0.36		1.09

For purposes of the pro forma disclosures, each respective period includes $12.2 million ($8.1 million after tax) of nonrecurring expenses from the effects of purchase accounting, including inventory cost step-up of $8.3 million that was recognized in cost of sales, amortization of the sales backlog intangible assets of $2.6 million, and in-process research and development charges of $1.3 million. The pro forma information above also reflects interest expense assuming borrowings at the beginning of each respective period of $350.0 million of 7.0% senior subordinated notes and $238.4 million at 6.6% interest under our senior secured credit agreement to finance the acquisitions.

The above unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what our results of operations would have been had we completed these acquisitions on the dates assumed, nor is it necessarily indicative of the results that may be expected in future periods. Pro forma adjustments exclude cost savings from any synergies resulting from the acquisitions.

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Note 3: Operating Segments

We conduct our operations through four reported operating segments—Belden Americas, Specialty Products, Europe, and Asia Pacific. In January 2007, we reassigned our metal enclosures, racks and accessories business headquartered in Washington, Pennsylvania from the Specialty Products segment to the Belden Americas segment. We restated 2006 amounts to reflect this change in segment composition.

Finance and administration costs reflected in the column entitled F&A in the following tables represent corporate headquarters operating and treasury expenses. Amounts reflected in the column entitled Eliminations represent the eliminations of affiliate revenues and affiliate cost of sales.

	Belden		Specialty					Asia
	Americas		Products		Europe			Pacific		F&A			Eliminations			Total
	(In thousands)
Three Months Ended September 23, 2007
Total assets	$	417,027	$	212,279	$	1,127,266		$	365,560	$	1,470,653		$	(1,489,033	)	$	2,103,752
External customer revenues		231,625		60,575		171,828			97,583		—			—			561,611
Affiliate revenues		18,069		26,459		7,271			—		—			(51,799	)		—
Operating income (loss)		44,929		14,557		23,627			10,276		(10,680	)		(10,212	)		72,497
Three Months Ended September 24, 2006
External customer revenues	$	209,166	$	62,270	$	95,569		$	18,576	$	—		$	—		$	385,581
Affiliate revenues		15,266		8,366		2,618			—		—			(26,250	)		—
Operating income (loss)		35,768		11,256		170			1,386		(8,087	)		(4,876	)		35,617
Nine Months Ended September 23, 2007
Total assets	$	417,027	$	212,279	$	1,127,266		$	365,560	$	1,470,653		$	(1,489,033	)	$	2,103,752
External customer revenues		639,661		181,808		430,115			196,673		—			—			1,448,257
Affiliate revenues		47,766		62,097		15,012			—		—			(124,875	)		—
Operating income (loss)		121,590		40,962		33,382			18,596		(29,872	)		(23,184	)		161,474
Nine Months Ended September 24, 2006
External customer revenues	$	610,550	$	190,382	$	269,082		$	47,040	$	—		$	—		$	1,117,054
Affiliate revenues		49,141		22,420		6,627			—		—			(78,188	)		—
Operating income (loss)		105,167		27,086		(901	)		4,319		(21,128	)		(15,167	)		99,376

The following table is a reconciliation of the total of the reportable segments’ operating income to consolidated income from continuing operations before taxes.

	Three Months Ended						Nine Months Ended
	September 23, 2007			September 24, 2006			September 23, 2007			September 24, 2006
	(In thousands)
Operating income	$	72,497		$	35,617		$	161,474		$	99,376
Interest expense		(7,561	)		(3,056	)		(18,769	)		(10,549	)
Interest income		803			1,971			5,286			4,610
Other income (expense)		581			(82	)		(864	)		(551	)
Income from continuing operations before taxes	$	66,320		$	34,450		$	147,127		$	92,886

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Note 4: Discontinued Operations

In the first quarter of 2006, we sold certain assets and liabilities of our telecommunications cable operation in Manchester, United Kingdom (Manchester) for cash of $27.9 million and terminated, without penalty, our supply agreement with British Telecom plc. We recognized a $4.3 million after-tax loss ($6.1 million pretax) on the disposal of this discontinued operation. During the same quarter, Manchester generated revenues of $27.6 million and incurred a $1.3 million after-tax loss ($1.9 million pretax) on operations that we recognized as a loss from discontinued operations on the Consolidated Statements of Operations.

Note 5: Income per Share

The following table presents the basis of the income per share computation:

	Three Months Ended				Nine Months Ended
	September		September		September		September
	23, 2007		24, 2006		23, 2007		24, 2006
	(In thousands)
Numerator for basic income per share:
Income from continuing operations	$	49,416	$	24,386	$	101,534	$	60,850
Loss from discontinued operations		—		—		—		(1,330	)
Loss on disposal of discontinued operations		—		—		—		(4,298	)
Net income	$	49,416	$	24,386	$	101,534	$	55,222
Numerator for diluted income per share:
Income from continuing operations	$	49,416	$	24,386	$	101,534	$	60,850
Tax-effected interest expense on convertible subordinated debentures		—		678		875		2,033
Adjusted income from continuing operations		49,416		25,064		102,409		62,883
Loss from discontinued operations		—		—		—		(1,330	)
Loss on disposal of discontinued operations		—		—		—		(4,298	)
Adjusted net income	$	49,416	$	25,064	$	102,409	$	57,255
Denominator:
Denominator for basic income per share—weighted average shares		45,084		43,513		44,887		43,044
Effect of dilutive common stock equivalents		5,047		7,014		6,006		6,920
Denominator for diluted income per share—adjusted weighted average shares		50,131		50,527		50,893		49,964

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Note 6: Inventories

The major classes of inventories were as follows:

	September 23,			December 31,
	2007			2006
	(In thousands)
Raw materials	$	77,291		$	54,542
Work-in-process		62,969			38,357
Finished goods		143,996			120,520
Perishable tooling and supplies		4,247			4,016
Gross inventories		288,503			217,435
Obsolescence and other reserves		(28,961	)		(15,187	)
Net inventories	$	259,542		$	202,248

Note 7: Long-Lived Assets

During the three-month period ended September 23, 2007, we completed the sale of our telecommunications cable operation in the Czech Republic for $25.7 million and recorded a gain of $7.8 million within the Europe segment. Of the $25.7 million in proceeds, $12.8 million was received in the third quarter of 2007. The remaining $12.9 million is due in installments through March 2008.

During the three-month period ended September 23, 2007, we sold certain Belden Americas segment real estate and equipment in Illinois for $4.2 million cash and recognized a gain of $0.7 million.

During the nine months ended September 23, 2007, we sold certain Belden Americas segment real estate and equipment in South Carolina and Vermont for $6.7 million cash. We recognized an aggregate $0.1 million loss on the disposals of these assets in the Belden Americas segment operating results.

During the nine months ended September 23, 2007, we identified certain tangible long-lived assets related to our plant in Canada for which the carrying value was not fully recoverable. We estimated the fair market value of these tangible long-lived assets based upon anticipated net proceeds from their eventual sale and recognized an impairment loss of $1.9 million in the Belden Americas segment operating results.

During the nine months ended September 23, 2007, we identified certain tangible long-lived assets related to our plants in the Czech Republic and the Netherlands that were abandoned because of product portfolio management and product sourcing actions. We estimated the fair market value of these tangible long-lived assets based upon anticipated net proceeds from their eventual sale and recognized an impairment loss of $1.4 million in the Europe segment operating results.

We recognized depreciation expense of $10.7 million, $30.2 million, $7.5 million and $24.7 million in the three- and nine-month periods ended September 23, 2007 and September 24, 2006, respectively. We also recognized depreciation cost of $2.7 million related to our discontinued Manchester, United Kingdom operation in loss from discontinued operations during the nine months ended September 24, 2006.

We recognized amortization expense related to our intangible assets of $2.7 million, $8.5 million, $0.7 million and $2.2 million during the three- and nine-month periods ended September 23, 2007 and September 24, 2006, respectively.

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Note 8: Restructuring Activities

North America Restructuring

In 2006, we announced our decision to restructure certain North American operations in an effort to lower our manufacturing cost, starting with the planned construction of a new plant in Mexico, the planned closures of plants in Kentucky, South Carolina, and Illinois, and the cessation of manufacturing at our facility in Quebec. In the third quarter of 2007, we recognized severance costs totaling $0.1 million in cost of sales within the Belden Americas segment. We expect to incur severance costs in the Belden Americas segment totaling approximately $11 million related to these activities and to complete these activities by December 31, 2007. To date, we have recognized $10.1 million of these severance costs.

Europe Restructuring

In 2005 and 2006, we announced various decisions to restructure certain European operations in an effort to reduce manufacturing floor space and overhead, starting with the closures of a plant in Sweden and sales offices in the United Kingdom and Germany, as well as product portfolio actions in the Czech Republic and the Netherlands. To date, we have recognized severance costs totaling $16.0 million related to these activities. We did not recognize any severance costs in the third quarter of 2007 and do not anticipate recognizing additional severance costs through the expected completion date of December 31, 2007.

Reduction in Force

In 2006, we identified certain positions throughout the organization for elimination in an effort to reduce production, selling, and administrative costs. In the third quarter of 2007, we did not recognize any significant severance costs related to these activities. To date, we have recognized severance costs totaling $3.7 million primarily in the Belden Americas segment and do not anticipate recognizing additional severance costs through the expected completion date of December 31, 2007.

-11-

The following table sets forth restructuring activity that occurred during the three and nine months ended September 23, 2007:

	North America			Europe			Reduction in Force
	Restructuring			Restructuring			Restructuring
	(In thousands)
Balance at December 31, 2006	$	7,565		$	4,482		$	3,373
New charges		870			77			214
Cash payments		(188	)		(832	)		(1,387	)
Foreign currency translation		(82	)		42			1
Other adjustments		—			—			(16	)
Balance at March 25, 2007	$	8,165		$	3,769		$	2,185
New charges		384			—			—
Cash payments		(6,394	)		(1,582	)		(852	)
Foreign currency translation		494			(8	)		27
Other adjustments		—			—			(72	)
Balance at June 24, 2007	$	2,649		$	2,179		$	1,288
New charges		93			—			6
Cash payments		(1,702	)		(1,086	)		(233	)
Foreign currency translation		56			58			18
Other adjustments		(172	)		(3	)		(329	)
Balance at September 23, 2007	$	924		$	1,148		$	750

The Company continues to review its business strategies and evaluate further restructuring actions. This could result in additional restructuring costs in future periods.

Note 9: Long-Term Debt and Other Borrowing Arrangements

Senior Subordinated Notes

On March 16, 2007, we completed a private offering of $350.0 million aggregate principal amount of 7.0% senior subordinated notes due 2017. The notes are guaranteed on a senior subordinated basis by certain of our domestic subsidiaries. The notes rank senior to our convertible subordinated debentures, rank equal in right of payment with any of our future senior subordinated debt, and are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our senior secured credit facility. Interest is payable semiannually on March 15 and September 15. In the third quarter of 2007, we filed under the Securities Act of 1933 an exchange offer that was completed on October 12, 2007. All of the outstanding senior subordinated notes were exchanged for new notes with substantially identical terms.

Senior Secured Credit Facility

On February 16, 2007, we amended our existing senior secured credit agreement, increasing the commitment under our senior secured credit facility from $165.0 million to $225.0 million and revising certain restrictive covenants governing affiliate indebtedness and asset sales. The facility is secured by our overall cash flow and certain of our assets in the United States. The amended agreement contains certain financial covenants, including maintenance of maximum leverage and minimum fixed charge coverage ratios, with which we are required to comply. At September 23, 2007, there were no outstanding borrowings under the facility, we had $220.7 million in available borrowing capacity, and we were in compliance with the covenants required by the amended agreement.

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Convertible Subordinated Debentures

On April 20, 2007, we completed the exchange of $110.0 million aggregate principal of new 4.0% convertible subordinated debentures due 2023 for $110.0 million aggregate principal outstanding of the previous 4.0% convertible subordinated debentures due 2023. The new convertible debentures contain a net share settlement feature requiring us upon conversion to pay cash up to the principal amount and to pay any conversion consideration in excess of the principal amount in shares of our common stock. The previous debentures were convertible only into shares of our common stock. We may call some or all of the debentures on or after July 21, 2008. Holders may surrender their debentures for conversion into cash and shares of common stock upon satisfaction of any of the conditions listed in Note 11 to the Consolidated Financial Statements in our 2006 Annual Report on Form 10-K. At September 23, 2007, one of these conditions—the closing sale price of our common stock must be at least 110% of the conversion price for a minimum of 20 days in the 30 trading-day period prior to surrender—had been satisfied. Because the holders of these debentures may at their election currently tender them for conversion, we have classified the obligations as a current liability. As of September 23, 2007, the debentures are convertible into cash of $110.0 million and approximately 4.0 million shares of common stock based on a conversion price of $17.679. To date, no holders of the debentures have surrendered their debentures for conversion into cash and shares of our common stock.

Medium-Term Notes

On February 16, 2007, we redeemed our medium-term notes in the aggregate principal amount of $62.0 million. In connection therewith, we paid a make-whole premium of approximately $2.0 million which was recognized as other expense in the Consolidated Statement of Operations. The redemption was made with cash on hand.

Note 10: Income Taxes

Tax expense of $45.6 million for the nine months ended September 23, 2007 resulted from income from continuing operations before taxes of $147.1 million. The difference between the effective rate reflected in the provision for income taxes on income from continuing operations before taxes and the amount determined by applying the applicable statutory United States tax rate for the nine months ended September 23, 2007 is analyzed below:

Nine Months Ended September 23, 2007	Amount			Rate
	(in thousands, except rate data)
Provision at statutory rate	$	51,494			35.0	%
State income taxes		3,574			2.4
Change in valuation allowance		(2,663	)		(1.8	)
Change in liability for unrecognized tax benefits		1,012			0.7
Effect of German tax rate change on deferred taxes		(3,084	)		(2.1	)
Foreign tax rate variances and other, net		(4,740	)		(3.2	)
Total tax expense	$	45,593			31.0	%

As a result of our adoption of FIN No. 48 on January 1, 2007, we recognized a $2.7 million decrease to reserves for uncertain tax positions. We accounted for this decrease as an adjustment to our beginning balance of retained earnings on the Consolidated Balance Sheet. Including this cumulative-effect decrease, we had approximately $4.2 million of total unrecognized tax benefits at the beginning of 2007. All of the unrecognized tax benefits would affect our effective tax rate if recognized. It is reasonably

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possible that the unrecognized tax benefits related to various federal, state, and international tax issues could decrease by up to $1.4 million for the year ending December 31, 2007 because of the expiration of several statutes of limitation.

Our federal income tax returns for the tax years 2004 and later remain subject to examination by the Internal Revenue Service. Our state income tax returns for the tax years 2002 and later remain subject to examination by various state taxing authorities. Our foreign income tax returns for the tax years 2000 and later remain subject to examination by various foreign taxing authorities.

In the third quarter of 2007, we revised our estimated annual effective rate to reflect a change in the German statutory rate from approximately 37% to approximately 30% effective January 1, 2008, resulting from legislation that was enacted on August 14, 2007. Income tax expense decreased by $3.1 million due to the application of the newly enacted rates to existing deferred tax balances.

Our continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of January 1, 2007, we have approximately $0.5 million of accrued interest related to uncertain tax positions.

Note 11: Pension and Other Postretirement Obligations

The following table provides the components of net periodic benefit costs for the plans:

	Pension Obligations						Other Postretirement Obligations
	September 23, 2007			September 24, 2006			September 23, 2007			September 24, 2006
	(In thousands)
Three Months Ended
Service cost	$	1,667		$	1,419		$	72		$	182
Interest cost		2,949			1,913			477			622
Expected return on plan assets		(3,031	)		(2,319	)		—			—
Amortization of prior service cost		4			(10	)		(27	)		(27	)
Curtailment gain		—			—			—			—
Net loss recognition		563			483			153			189
Net periodic benefit cost	$	2,152		$	1,486		$	675		$	966
Nine Months Ended
Service cost	$	4,896		$	4,788		$	410		$	537
Interest cost		8,385			6,226			1,660			1,845
Expected return on plan assets		(9,119	)		(7,349	)		—			—
Amortization of prior service cost		11			(30	)		(81	)		(81	)
Curtailment gain		(523	)		—			—			—
Net loss recognition		1,691			1,646			459			565
Net periodic benefit cost	$	5,341		$	5,281		$	2,448		$	2,866

Note 12: Share Repurchases

On August 16, 2007, the Board of Directors authorized the Company to repurchase up to $100.0 million of common stock in the open market or in privately negotiated transactions. From that date through September 23, 2007, we repurchased 220,500 shares of our common stock at an aggregate cost of $10.6 million. From September 24, 2007 through October 25, 2007, we repurchased an additional 60,800 shares of our common stock at an aggregate cost of $2.9 million.

-14-

Note 13: Supplemental Guarantor Information

In 2007, Belden Inc. (the Issuer) issued $350.0 million of senior subordinated notes due 2017. Belden Inc. and its current and future material domestic subsidiaries have fully and unconditionally guaranteed the notes on a joint and several basis. The following consolidating financial information presents information about the Issuer, guarantor subsidiaries and non-guarantor subsidiaries. Investments in subsidiaries are accounted for on the equity basis. Intercompany transactions are eliminated.

Supplemental Condensed Consolidating Balance Sheets

	September 23, 2007
							Non-
				Guarantor			Guarantor
	Issuer			Subsidiaries			Subsidiaries		Eliminations			Total
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	23,575		$	96,749	$	—		$	120,324
Receivables		83			102,841			326,685		—			429,609
Inventories, net		—			118,117			141,425		—			259,542
Deferred income taxes		—			(2,780	)		43,608		—			40,828
Other current assets		1,564			4,134			11,162		—			16,860
Total current assets		1,647			245,887			619,629		—			867,163
Property, plant and equipment, less accumulated depreciation		—			125,309			257,576		—			382,885
Goodwill		—			247,544			389,551		—			637,095
Intangible assets, less accumulated amortization		—			54,602			108,892		—			163,494
Investment in subsidiaries		884,928			614,095			—		(1,499,023	)		—
Other long-lived assets		9,261			5,254			38,600		—			53,115
	$	895,836		$	1,292,691		$	1,414,248	$	(1,499,023	)	$	2,103,752
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	7,851		$	184,272		$	218,096	$	—		$	410,219
Current maturities of long-term debt		110,000			—			—		—			110,000
Total current liabilities		117,851			184,272			218,096		—			520,219
Long-term debt		350,000			—			—		—			350,000
Postretirement benefits		—			21,853			106,038		—			127,891
Deferred income taxes		—			50,416			41,337		—			91,753
Other long-term liabilities		3,144			2,563			1,159		—			6,866
Intercompany accounts		(128,459	)		(250,049	)		378,508		—			—
Total stockholders’ equity		553,300			1,283,636			669,110		(1,499,023	)		1,007,023
	$	895,836		$	1,292,691		$	1,414,248	$	(1,499,023	)	$	2,103,752

-15-

	December 31, 2006
			Guarantor			Non-Guarantor
	Issuer		Subsidiaries			Subsidiaries		Eliminations			Total
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	136,613		$	117,538	$	—		$	254,151
Receivables, less allowance for doubtful accounts of $2,637		187		86,049			131,672		—			217,908
Inventories, net		—		115,399			86,849		—			202,248
Deferred income taxes		—		(2,780	)		37,444		—			34,664
Other current assets		190		6,183			4,092		—			10,465
Total current assets		377		341,464			377,595		—			719,436
Property, plant and equipment, less accumulated depreciation		—		139,170			133,115		—			272,285
Goodwill		—		241,463			33,671		—			275,134
Intangible assets, less accumulated amortization		—		56,278			14,686		—			70,964
Investment in subsidiaries		663,150		293,018			—		(956,168	)		—
Other long-lived assets		733		7,397			10,019		—			18,149
	$	664,260	$	1,078,790		$	569,086	$	(956,168	)	$	1,355,968
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	5,135	$	106,534		$	88,339	$	—		$	200,008
Current maturities of long-term debt		—		62,000			—		—			62,000
Total current liabilities		5,135		168,534			88,339		—			262,008
Long-term debt		110,000		—			—		—			110,000
Postretirement benefits		—		21,670			41,325		—			62,995
Deferred income taxes		—		50,277			21,122		—			71,399
Other long-term liabilities		13		4,329			1,323		—			5,665
Intercompany accounts		103,164		(228,417	)		125,253		—			—
Total stockholders’ equity		445,948		1,062,397			291,724		(956,168	)		843,901
	$	664,260	$	1,078,790		$	569,086	$	(956,168	)	$	1,355,968

-16-

Supplemental Condensed Consolidating Statements of Operations

	Three Months Ended September 23, 2007
							Non-
				Guarantor			Guarantor
	Issuer			Subsidiaries			Subsidiaries			Eliminations			Total
							(In thousands)
Revenues	$	—		$	278,254		$	348,511		$	(65,154	)	$	561,611
Cost of sales		—			(207,565	)		(261,503	)		65,154			(403,914	)
Gross profit		—			70,689			87,008			—			157,697
Selling, general and administrative expenses		(277	)		(39,113	)		(54,366	)		—			(93,756	)
Gain on sale of assets		—			716			7,840			—			8,556
Operating income (loss)		(277	)		32,292			40,482			—			72,497
Interest expense		(8,052	)		344			147			—			(7,561	)
Interest income		—			214			589			—			803
Intercompany income (expense)		4,354			(1,952	)		(2,402	)		—			—
Income (loss) from equity investment in subsidiaries		52,000			34,191			—			(86,191	)		—
Other income		—			—			581			—			581
Income (loss) from continuing operations before taxes		48,025			65,089			39,397			(86,191	)		66,320
Income tax benefit (expense)		1,391			(13,089	)		(5,206	)		—			(16,904	)
Net income (loss)	$	49,416		$	52,000		$	34,191		$	(86,191	)	$	49,416

	Three Months Ended September 24, 2006
							Non-
				Guarantor			Guarantor
	Issuer			Subsidiaries			Subsidiaries			Eliminations			Total
							(In thousands)
Revenues	$	—		$	251,529		$	182,681		$	(48,629	)	$	385,581
Cost of sales		—			(189,948	)		(154,889	)		48,629			(296,208	)
Gross profit		—			61,581			27,792			—			89,373
Selling, general and administrative expenses		—			(34,225	)		(17,009	)		—			(51,234	)
Asset impairment		—			—			(2,522	)		—			(2,522	)
Operating income		—			27,356			8,261			—			35,617
Interest expense		(1,229	)		(1,831	)		4			—			(3,056	)
Interest income		—			1,273			698			—			1,971
Intercompany income (expense)		1,503			3,801			(5,304	)		—			—
Income (loss) from equity investment in subsidiaries		24,208			2,377			—			(26,585	)		—
Other expense		—			—			(82	)		—			(82	)
Income (loss) from continuing operations before taxes		24,482			32,976			3,577			(26,585	)		34,450
Income tax expense		(96	)		(8,768	)		(1,200	)		—			(10,064	)
Net income (loss)	$	24,386		$	24,208		$	2,377		$	(26,585	)	$	24,386

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	Nine Months Ended September 23, 2007
							Non-
				Guarantor			Guarantor
	Issuer			Subsidiaries			Subsidiaries			Eliminations			Total
							(In thousands)
Revenues	$	—		$	777,000		$	849,311		$	(178,054	)	$	1,448,257
Cost of sales		—			(571,741	)		(654,984	)		178,054			(1,048,671	)
Gross profit		—			205,259			194,327			—			399,586
Selling, general and administrative expenses		(692	)		(113,324	)		(129,390	)		—			(243,406	)
Gain on sale of assets		—			716			7,840			—			8,556
Asset impairment		—			—			(3,262	)		—			(3,262	)
Operating income (loss)		(692	)		92,651			69,515			—			161,474
Interest expense		(18,580	)		(26	)		(163	)		—			(18,769	)
Interest income		—			2,740			2,546			—			5,286
Intercompany income (expense)		10,434			(4,296	)		(6,138	)		—			—
Income (loss) from equity investment in subsidiaries		107,278			54,059			—			(161,337	)		—
Other income (expense)		—			(2,016	)		1,152			—			(864	)
Income (loss) from continuing operations before taxes		98,440			143,112			66,912			(161,337	)		147,127
Income tax benefit (expense)		3,094			(35,834	)		(12,853	)		—			(45,593	)
Net income (loss)	$	101,534		$	107,278		$	54,059		$	(161,337	)	$	101,534

	Nine Months Ended September 24, 2006
							Non-
				Guarantor			Guarantor
	Issuer			Subsidiaries			Subsidiaries			Eliminations			Total
							(In thousands)
Revenues	$	—		$	754,017		$	536,126		$	(173,089	)	$	1,117,054
Cost of sales		—			(574,590	)		(460,588	)		173,089			(862,089	)
Gross profit		—			179,427			75,538			—			254,965
Selling, general and administrative expenses		(475	)		(99,466	)		(50,765	)		—			(150,706	)
Asset impairment		—			(2,361	)		(2,522	)		—			(4,883	)
Operating income (loss)		(475	)		77,600			22,251			—			99,376
Interest expense		(4,024	)		(6,443	)		(82	)		—			(10,549	)
Interest income		—			2,995			1,615			—			4,610
Intercompany income (expense)		4,225			1,432			(5,657	)		—			—
Income (loss) from equity investment in subsidiaries		55,400			4,068			—			(59,468	)		—
Other expense		—			—			(551	)		—			(551	)
Income (loss) from continuing operations before taxes		55,126			79,652			17,576			(59,468	)		92,886
Income tax benefit (expense)		96			(24,252	)		(7,880	)		—			(32,036	)
Income (loss) from continuing operations		55,222			55,400			9,696			(59,468	)		60,850
Loss from discontinued operations, net of tax		—			—			(1,330	)		—			(1,330	)
Loss on disposal of discontinued operations, net of tax		—			—			(4,298	)		—			(4,298	)
Net income (loss)	$	55,222		$	55,400		$	4,068		$	(59,468	)	$	55,222

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Supplemental Condensed Consolidating Statements of Cash Flows

	Nine Months Ended September 23, 2007
							Non-
				Guarantor			Guarantor
	Issuer			Subsidiaries			Subsidiaries			Eliminations		Total
							(In thousands)
Net cash provided by (used in) operating activities	$	(244,085	)	$	233,384		$	179,017		$	—	$	168,316
Cash flows from investing activities:
Cash used to acquire businesses		—			—			(588,426	)		—		(588,426	)
Proceeds from disposal of tangible assets		—			10,940			13,116			—		24,056
Capital expenditures		—			(28,481	)		(13,002	)		—		(41,483	)
Net cash used for investing activities		—			(17,541	)		(588,312	)		—		(605,853	)
Cash flows from financing activities:
Proceeds from exercises of stock options		29,132			—			—			—		29,132
Excess tax benefits related to share-based compensation		7,041			—			—			—		7,041
Cash dividends paid		(6,750	)		—			—			—		(6,750	)
Debt issuance costs		(10,212	)		—			—			—		(10,212	)
Payments under share repurchase program		(10,626	)		—			—			—		(10,626	)
Borrowings under credit arrangements		546,000			—			—			—		546,000
Payments under borrowing arrangements		(196,000	)		(62,000	)		—			—		(258,000	)
Intercompany capital contributions		(114,500	)		(266,881	)		381,381			—		—
Net cash provided by (used for) financing activities		244,085			(328,881	)		381,381			—		296,585
Effect of currency exchange rate changes on cash and cash equivalents		—			—			7,125			—		7,125
Decrease in cash and cash equivalents		—			(113,038	)		(20,789	)		—		(133,827	)
Cash and cash equivalents, beginning of period		—			136,613			117,538			—		254,151
Cash and cash equivalents, end of period	$	—		$	23,575		$	96,749		$	—	$	120,324

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	Nine Months Ended September 24, 2006
							Non-
				Guarantor			Guarantor
	Issuer			Subsidiaries			Subsidiaries			Eliminations		Total
							(In thousands)
Net cash provided by (used in) operating activities	$	(33,261	)	$	70,344		$	21,348		$	—	$	58,431
Cash flows from investing activities:
Proceeds from disposal of tangible assets		—			77			30,611			—		30,688
Capital expenditures		—			(7,629	)		(2,818	)		—		(10,447	)
Net cash provided by (used for) investing activities		—			(7,552	)		27,793			—		20,241
Cash flows from financing activities:
Proceeds from exercises of stock options		34,265			—			—			—		34,265
Excess tax benefits related to share-based payments		6,577			—			—			—		6,577
Cash dividends paid		(6,518	)		—			—			—		(6,518	)
Debt issuance costs		(1,063	)		—			—			—		(1,063	)
Payments under borrowing arrangements		—			(59,000	)		(53	)		—		(59,053	)
Net cash provided by (used for) financing activities		33,261			(59,000	)		(53	)		—		(25,792	)
Effect of currency exchange rate changes on cash and cash equivalents		—			—			3,058			—		3,058
Increase in cash and cash equivalents		—			3,792			52,146			—		55,938
Cash and cash equivalents, beginning of period		—			92,636			42,002			—		134,638
Cash and cash equivalents, end of period	$	—		$	96,428		$	94,148		$	—	$	190,576

-20-

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

We design, manufacture, and market signal transmission solutions for data networking and a wide range of specialty electronics markets including entertainment, industrial, security, consumer electronics and aerospace applications.

We consider revenue growth, operating margin, cash flows, return on equity, and working capital management metrics to be our key operating performance indicators.

Trends and Events

The following trends and events arising during 2007 have had varying effects on our financial condition, results of operations and cash flows.

Acquisitions

On March 26, 2007, we completed the acquisition of Germany-based Hirschmann, a leading supplier of Industrial Ethernet solutions and industrial connectors. Hirschmann had annual revenues of approximately $250 million in 2006.

On March 27, 2007, we completed the acquisition of Hong Kong-based LTK, a leading supplier of electronic cable for the China market. LTK had annual revenues of approximately $220 million in 2006.

On April 30, 2007, we completed the acquisition of Germany-based Lumberg Automation, a leading supplier of industrial connectors. Lumberg Automation had annual revenues of approximately $75 million in 2006.

Capitalization

On February 16, 2007, we entered into an amendment to our existing senior secured credit agreement, which increased the commitment under our senior secured credit facility from $165.0 million to $225.0 million and amended certain restrictive covenants governing affiliate indebtedness and asset sales.

On February 16, 2007, we also redeemed our medium-term notes in the aggregate principal amount of $62.0 million and, in connection therewith, we paid a make-whole premium of approximately $2.0 million. The redemption was made with cash on hand.

On March 16, 2007, we completed a private offering of $350.0 million aggregate principal amount of 7.0% senior subordinated notes due 2017. In the third quarter of 2007, we filed under the Securities Act of 1933 an exchange offer that was completed on October 12, 2007. All of the outstanding senior subordinated notes were exchanged for new notes with substantially identical terms.

On April 20, 2007, we completed the exchange of $110.0 million aggregate principal of new 4.0% convertible subordinated debentures due 2023 for $110.0 million aggregate principal outstanding of the previous 4.0% convertible subordinated debentures due 2023. The new convertible debentures contain a net share settlement feature requiring us upon conversion to pay cash up to the principal amount and to pay any conversion consideration in excess of the principal amount in shares of our common stock. The previous debentures were convertible only into shares of our common stock.

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On August 16, 2007, the Board of Directors authorized the Company to repurchase up to $100.0 million of common stock in the open market or in privately negotiated transactions. From that date through September 23, 2007, we repurchased 220,500 shares of our common stock at an aggregate cost of $10.6 million. From September 24, 2007 through October 25, 2007, we repurchased an additional 60,800 shares of our common stock at an aggregate cost of $2.9 million.

Restructuring Activities

We implemented restructuring actions during 2005—2007 in both Europe and North America and initiated worldwide position eliminations in 2006. In Europe, we exited the United Kingdom telecommunications cable market, ceased to manufacture certain products in Hungary, the Czech Republic, and the Netherlands, sold our telecommunications cable operation in the Czech Republic, and sold a plant in Sweden in an effort to reduce manufacturing floor space and overhead and to streamline administrative processes. In North America, we have constructed a new plant in Mexico, sold plants in South Carolina, Illinois and Vermont, announced the closure of a plant in Kentucky, and announced the cessation of manufacturing at a plant in Canada in an effort to reduce our manufacturing costs. We have initiated worldwide position eliminations in an effort to streamline production support, sales, and administrative operations. As a result of these actions, we recognized severance costs in the nine-month period ended September 23, 2007 totaling $1.6 million. We may recognize additional severance costs during the fourth quarter of 2007.

Share-Based Compensation

We provide certain employees with share-based compensation in the form of stock options, stock appreciation rights, restricted stock shares, restricted stock units with service vesting conditions, and restricted stock units with performance vesting conditions. At September 23, 2007, the total unrecognized compensation cost related to all nonvested awards was $22.6 million. That cost is expected to be recognized over a weighted-average period of 2.3 years.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, results of operations, or cash flows that is or would be considered material to investors.

Current-Year Adoption of Recent Accounting Pronouncements

Discussion regarding our adoption of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109, is included in Note 1 and Note 10 to the Consolidated Financial Statements.

Pending Adoption of Recent Accounting Pronouncements

Discussion regarding our pending adoption of Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, is included in Note 1 to the Consolidated Financial Statements.

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Critical Accounting Policies

During the nine months ended September 23, 2007:

• We did not change any of our existing critical accounting policies from those listed in our 2006 Annual Report on Form 10-K;

• No existing accounting policies became critical accounting policies because of an increase in the materiality of associated transactions or changes in the circumstances to which associated judgments and estimates relate; and

• There were no significant changes in the manner in which critical accounting policies were applied or in which related judgments and estimates were developed, except for the required adoption of FIN No. 48 effective January 1, 2007.

Results of Operations

Consolidated Continuing Operations

	Three Months Ended							Nine Months Ended
	September 23,		September 24,		%			September 23,		September 24,		%
	2007		2006		Change			2007		2006		Change
					(in thousands, except percentages)
Revenues	$	561,611	$	385,581		45.7	%	$	1,448,257	$	1,117,054		29.6	%
Gross profit		157,697		89,373		76.4	%		399,586		254,965		56.7	%
Operating income		72,497		35,617		103.5	%		161,474		99,376		62.5	%
Income from continuing operations before taxes		66,320		34,450		92.5	%		147,127		92,886		58.4	%
Income from continuing operations		49,416		24,386		102.6	%		101,534		60,850		66.9	%

Revenues increased in the three- and nine-month periods ended September 23, 2007 from the comparable periods in 2006 primarily for the following reasons:

• The three recent acquisitions contributed revenues of $164.8 million and $314.0 million in the three- and nine-month periods ended September 23, 2007, respectively, and contributed approximately 43 and 28 percentage points to the revenue increases, respectively.

• For the three- and nine-month periods ended September 23, 2007, revenues also increased due to increased selling prices and favorable product mix that resulted primarily from our strategic initiative in portfolio management to reposition many products for margin improvement. Sales price increases and favorable product mix contributed approximately 5 and 9 percentage points of the revenue increase in the three- and nine-month periods ended September 23, 2007, respectively.

• Favorable currency translation contributed approximately 2 percentage points of the revenue increase in each of the three- and nine-month periods ended September 23, 2007.

The positive impact that the factors listed above had on the revenue comparison were partially offset by the following factors:

• For the three- and nine-month periods ended September 23, 2007, unit sales declined as a result of our strategic initiative in product portfolio management which reduced sales of certain lower-margin products because of price increases.

• Lower unit sales and lost sales from the disposal of our telecommunications cable operation in the Czech Republic partially offset the revenue increases by approximately 4 and 9 percentage points in the three- and nine-month periods ended September 23, 2007, respectively.

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Gross profit increased in the three- and nine-month periods ended September 23, 2007 from the comparable periods in 2006 primarily for the following reasons:

• We acquired Hirschmann, LTK and Lumberg Automation in 2007, which contributed in total $50.8 million and $89.1 million of gross profit in the three- and nine-month periods ended September 23, 2007, respectively.

• We increased prices and deemphasized certain lower-margin products as part of our product portfolio management initiative.

• We closed plants in South Carolina, Illinois, and Sweden and reduced production at a plant in Kentucky in late 2006 as part of our regional manufacturing strategic initiative.

• We recognized lower excess and obsolete inventory charges in the three- and nine-month periods ended September 23, 2007 compared to the same periods of 2006 by $3.3 million and $7.3 million, respectively. The decrease in excess and obsolete inventory charges was primarily due to a change in 2006 in the parameters we used to identify such inventories.

• We recognized lower severance costs in the three- and nine-month periods ended September 23, 2007 compared to the same periods of 2006 by $4.8 million and $5.1 million, respectively. Severance costs recognized in the three- and nine-month periods ended September 23, 2007 primarily related to North American restructuring actions. Severance costs recognized in the three- and nine-month periods ended September 24, 2006 primarily related to European restructuring actions.

The positive impact that the factors listed above had on the gross profit comparison were partially offset by the following factors:

• We incurred $8.3 million of additional cost of sales in the nine-month period ended September 23, 2007 due to the effects of purchase accounting, primarily inventory cost step-up related to the three recent acquisitions that was recognized in the second quarter.

• We incurred redundant costs and inefficiencies as we continue to shift production from high cost to low cost locations.

Selling, general and administrative (SG&A) expenses increased in the three- and nine-month periods ended September 23, 2007 primarily for the following reasons:

• We acquired Hirschmann, LTK and Lumberg Automation in 2007, which incurred in total $33.2 million and $68.9 million of SG&A expenses in the three- and nine-month periods ended September 23, 2007, respectively.

• Excluding the impact of the recent acquisitions, we recognized share-based compensation costs in the three- and nine-month periods ended September 23, 2007 that exceeded those recognized in the comparable periods of 2006 by $1.4 million and $3.1 million, respectively, primarily due to incremental expense from the annual equity awards made in February 2007.

• Excluding the impact of the recent acquisitions and share-based compensation, we recognized salaries, wages, and associated fringe benefits costs in the three- and nine-month periods ended September 23, 2007 that exceeded those recognized in the comparable periods of 2006 by $2.5 million and $7.7 million, respectively. These increases mainly represented additional expense related to annual incentive plan compensation and additional sales and marketing resources primarily in the Asia Pacific segment.

During the three- and nine-month periods ended September 23, 2007, we completed the sale of our telecommunications cable operation in the Czech Republic for $25.7 million and recorded a gain of $7.8 million. Additionally, in the same period we sold a plant in Illinois as part of our previously announced restructuring plan and recorded a gain of $0.7 million.

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Operating income increased in the three- and nine-month periods ended September 23, 2007 from the comparable periods in 2006 primarily due to the favorable gross profit comparison and gain on sale of assets partially offset by the unfavorable SG&A expense comparison discussed above.

Income from continuing operations before taxes increased in the three- and nine-month periods ended September 23, 2007 from the comparable periods in 2006 due to higher operating income partially offset by higher interest expense resulting from the March 2007 issuance of 7.0% senior subordinated notes with an aggregate principal amount of $350.0 million.

Income tax expense as a percentage of pretax income was favorably impacted in 2007 by a reduction in the German statutory tax rate from 37% to 30% and by the geographic mix of pretax income. Income from continuing operations increased in the three- and nine-month periods ended September 23, 2007 from the comparable periods in 2006 due to higher pretax income partially offset by higher income tax expense. Consequently, return on equity for the nine-month period ended September 23, 2007 was 10% compared to 7% for the same period in 2006.

Belden Americas Segment

	Three Months Ended									Nine Months Ended
	September 23,			September 24,			%			September 23,			September 24,			%
	2007			2006			Change			2007			2006			Change
							(in thousands, except percentages)
Total revenues	$	249,694		$	224,432			11.3	%	$	687,427		$	659,691			4.2	%
Operating income		44,929			35,768			25.6	%		121,590			105,167			15.6	%
as a percent of total revenues		18.0	%		15.9	%					17.7	%		15.9	%

Belden Americas total revenues, which include affiliate revenues, increased in the three- and nine-month periods ended September 23, 2007 from the comparable periods in 2006 primarily due to increased selling prices, favorable mix and favorable foreign currency translation on international revenues. In the three-month-period ended September 23, 2007, revenues also increased due to increased unit sales volume in the industrial and video/sound/security product lines. In the nine-month-period ended September 23, 2007, unit sales volume decreased due to our strategic initiative in product portfolio management which involved price increases on many lower-margin products to reposition them or to reduce less profitable or unprofitable revenues. Operating income increased in the three- and nine-month periods ended September 23, 2007 from the comparable periods in 2006 primarily due to the growth in revenues and favorable product mix. Operating income in the three- and nine-month periods ended September 23, 2007 also benefited from a $0.7 million gain on the sale of a plant in Illinois. These positive factors affecting the operating results comparison were partially offset by redundant costs and inefficiencies incurred as we continue to shift production from high cost to low cost locations.

Specialty Products Segment

	Three Months Ended									Nine Months Ended
	September 23,			September 24,			%			September 23,			September 24,			%
	2007			2006			Change			2007			2006			Change
							(in thousands, except percentages)
Total revenues	$	87,034		$	70,636			23.2	%	$	243,905		$	212,802			14.6	%
Operating income		14,557			11,256			29.3	%		40,962			27,086			51.2	%
as a percent of total revenues		16.7	%		15.9	%					16.8	%		12.7	%

Specialty Products total revenues, which include affiliate revenues, increased in the three- and nine-month periods ended September 23, 2007 from the comparable periods in 2006 primarily due to increased affiliate revenues as more of the capacity in the Specialty Products segment was used to meet

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customer demand in the Belden Americas segment. External customer revenues decreased due to lower unit sales volume partially offset by increased selling prices and favorable product mix. Decreased unit sales volume and increased prices resulted from our strategic initiative in product portfolio management which involved price increases on many lower-margin products to reposition them or to reduce less profitable or unprofitable revenues. Gross margins improved as a result of these product portfolio management actions. Operating income increased in the three- and nine-month periods ended September 23, 2007 from the comparable periods in 2006 primarily due to the improvement in revenues and gross margins as discussed above.

Europe Segment

	Three Months Ended									Nine Months Ended
	September 23,			September 24,			%			September 23,			September 24,			%
	2007			2006			Change			2007			2006			Change
							(in thousands, except percentages)
Total revenues	$	179,099		$	98,187			82.4	%	$	445,127		$	275,709			61.4	%
Operating income (loss)		23,627			170			N/A			33,382			(901	)		N/A
as a percent of total revenues		13.2	%		0.2	%					7.5	%		-0.3	%

Europe total revenues, which include affiliate revenues, increased in the three- and nine-month periods ended September 23, 2007 from the comparable periods in 2006 primarily due to the acquisitions of Hirschmann and Lumberg Automation as well as increased selling prices, favorable mix, and favorable foreign currency translation partially offset by lost revenues from the disposition of our telecommunications cable operation in the Czech Republic and decreased unit sales volume. In the three- and nine-month periods ended September 23, 2007, Hirschmann and Lumberg Automation had revenues in total of $88.4 million and $166.7 million. Decreased unit sales volume and increased prices resulted from our strategic initiative in product portfolio management which involved price increases on many lower-margin products to reposition them or to reduce less profitable or unprofitable revenues. Although unit sales volume decreased, gross margins improved as a result of both product portfolio management and cost reduction actions. Europe operating results improved in the three- and nine-month periods ended September 23, 2007 primarily due to revenue increases, improved factory utilization and cost reductions that resulted from restructuring actions, including the 2006 closure of a plant in Sweden and decreased production in the Netherlands, a $7.8 million gain recognized on the sale of our telecommunications cable operation in the Czech Republic, and severance costs recognized in the three- and nine-month periods ended September 23, 2007 that were less than those recognized in the same periods of 2006 by $4.5 million and $7.2 million, respectively. These positive factors affecting the operating results comparison were partially offset by $10.2 million of nonrecurring expenses from the effects of purchase accounting recognized in the nine-month period ended September 23, 2007 relating to the acquisitions of Hirschmann and Lumberg Automation. These expenses include inventory cost step-up of $6.6 million recognized in cost of sales, amortization of the sales backlog intangible assets of $2.3 million, and in-process research and development charges of $1.3 million.

Asia Pacific Segment

	Three Months Ended									Nine Months Ended
	September 23,			September 24,			%			September 23,			September 24,			%
	2007			2006			Change			2007			2006			Change
							(in thousands, except percentages)
Total revenues	$	97,583		$	18,576			425.3	%	$	196,673		$	47,040			318.1	%
Operating income		10,276			1,386			641.4	%		18,596			4,319			330.6	%
as a percent of total revenues		10.5	%		7.5	%					9.5	%		9.2	%

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Asia Pacific total revenues increased in the three- and nine-month periods ended September 23, 2007 from the comparable periods of 2006 primarily due to the acquisition of LTK. In the three- and nine-month periods ended September 23, 2007, LTK had revenues of $76.3 million and $147.3 million, respectively. In the three- and nine-month periods ended September 23, 2007, revenues from Belden branded products increased due to increased selling prices, favorable mix, and favorable currency translation on international revenues. Price improvement resulted primarily from our strategic initiatives in product portfolio management. Operating income increased during the three- and nine-month periods ended September 23, 2007 from the comparable periods of 2006 primarily due to operating income generated from LTK of $7.6 million and $12.6 million, respectively. Operating income also increased due to favorable product mix resulting from product portfolio management actions. These positive factors were partially offset by increases in salaries, wages, and associated benefits primarily a result of increased sales personnel in the segment. Additionally, operating income in the nine-month period ended September 23, 2007 includes $2.0 million of nonrecurring expenses from the effects of purchase accounting, primarily inventory cost step-up of $1.7 million recognized in cost of sales and amortization of the sales backlog intangible asset of $0.3 million.

Discontinued Operations

We recognized a $4.3 million after-tax loss ($6.1 million pretax) on the disposal of discontinued operations in 2006 related to the sale of Manchester. During 2006, Manchester generated revenues of $27.6 million and incurred a $1.3 million after-tax loss ($1.9 million pretax) on operations that we recognized as a loss from discontinued operations on the Consolidated Statements of Operations.

Liquidity and Capital Resources

Significant factors affecting our cash liquidity include (1) cash provided by operating activities, (2) disposals of tangible assets, (3) exercises of stock options, (4) cash used for business acquisitions, capital expenditures, share repurchases and dividends, and (5) our available credit facilities and other borrowing arrangements. We believe our sources of liquidity are sufficient to fund current working capital requirements, planned capital expenditures, scheduled contributions for our retirement plans, quarterly dividend payments, and our short-term operating strategies. Customer demand, competitive market forces, commodities pricing, customer acceptance of our product mix or economic conditions worldwide could affect our ability to continue to fund our future needs from business operations.

The following table is derived from our Consolidated Cash Flow Statements:

	NineMonths Ended
	September 23, 2007			September 24, 2006
	(In thousands)
Net cash provided by (used for):
Operating activities	$	168,316		$	58,431
Investing activities		(605,853	)		20,241
Financing activities		296,585			(25,792	)
Effects of currency exchange rate changes on cash and cash equivalents		7,125			3,058
Increase (decrease) in cash and cash equivalents		(133,827	)		55,938
Cash and cash equivalents, beginning of period		254,151			134,638
Cash and cash equivalents, end of period	$	120,324		$	190,576

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Net cash provided by operating activities, a key source of our liquidity, increased by $109.9 million in the nine-month period ended September 23, 2007 as compared to the nine-month period ended September 24, 2006 predominantly due to a favorable change in operating assets and liabilities totaling $83.2 million and net income growth totaling $46.3 million.

The favorable change in operating assets and liabilities stems from improved performance in working capital management. Cash flow related to changes in inventory on-hand was a $10.2 million source of cash in the first nine months of 2007 and a $14.8 million use of cash in the first nine months of 2006. Inventory turns (defined as annualized cost of sales for the quarter divided by inventories) increased to 6.2 at September 23, 2007 from 4.7 at September 24, 2006. Excluding the impact of the three recent acquisitions, inventory turns at September 23, 2007 were 5.8. Cash flow related to changes in outstanding receivables improved to a $41.9 million use of cash in the first nine months of 2007 from a $48.2 million use of cash in the first nine months of 2006. This positive impact on cash flow comparisons to the prior year was due to a larger increase in receivables in the first nine months of 2006. The first nine months of 2006 experienced a larger increase in receivables due to strong collections in December 2005. Days sales outstanding in receivables (defined as receivables divided by average daily revenues recognized during the period) increased to 70 days at September 23, 2007 from 54 days at September 24, 2006 primarily due to longer collection cycles at the recently acquired companies. Cash flow related to changes in outstanding accounts payable and accrued liabilities was a $49.2 million source of cash in the first nine months of 2007 and a $15.8 million source of cash in the first nine months of 2006 due primarily to increased payment terms and in the first nine months of 2006 due to rising costs of raw materials. Days payables outstanding (defined as accounts payable and accrued liabilities divided by the average daily cost of sales and selling, general and administrative expenses recognized during the period) was 75 days at September 23, 2007 and 54 days at September 24, 2006. Excluding the impact of the three recent acquisitions, days payables outstanding at September 23, 2007 was 66 days.

Net cash used for investing activities totaled $605.9 million in the first nine months of 2007 as compared to net cash provided by investing activities of $20.2 million in the first nine months of 2006. This change in cash flows from investing activities resulted predominantly from $588.4 million of cash used to acquire Hirschmann, LTK and Lumberg Automation during the first nine months of 2007. The change is also due to a $31.0 million increase in capital expenditures in the first nine months of 2007 as compared to the first nine months of 2006 primarily due to construction of our new plant in Mexico. In addition, proceeds generated from the disposal of assets decreased by $6.6 million in the first nine months of 2007 as compared to the first nine months of 2006. In the first nine months of 2007, we received proceeds totaling $24.1 million related primarily to the sale of our telecommunications cable operation in the Czech Republic and the sales of plants in Illinois, South Carolina and Vermont. Over the next two quarters, we expect to collect a $12.9 million receivable related to the sale of our telecommunications cable operation in the Czech Republic and complete the sale of real estate in Europe that will generate additional cash proceeds. In the first nine months of 2006, we received proceeds totaling $30.7 million related primarily to the sale of Manchester.

On March 26, 2007, March 27, 2007, and April 30, 2007, respectively, we completed the acquisitions of Hirschmann for $258.2 million in cash, LTK for $214.2 million in cash, and Lumberg Automation for $116.0 million in cash. These acquisitions were funded with available cash and cash obtained through external borrowings.

Planned capital expenditures for 2007 are approximately $55-$60 million, which includes the construction of new plants in Mexico and China. We anticipate that these capital expenditures will be funded with available cash, proceeds from disposals of tangible assets, internally-generated funds, and cash obtained through external borrowings. We have the ability to revise and reschedule the anticipated capital expenditure program should our financial position require it.

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Net cash provided by financing activities in the first nine months of 2007 totaled $296.6 million as compared to a cash outflow of $25.8 million in the first nine months of 2006. This improvement in the cash flow impact of financing activities resulted predominantly from a $347.1 million increase in net funds provided under borrowing arrangements. In the first nine months of 2007, we issued $350.0 million aggregate principal amount of 7.0% senior subordinated notes due 2017, redeemed medium-term notes in the aggregate principal amount of $62.0 million, and both borrowed and repaid $196.0 million under our senior secured credit facility. In the first nine months of 2006, we repaid $59.1 million of debt. The positive impact that the net borrowings had on the financing cash flows comparison was partially offset by debt issuance costs paid in the first nine months of 2007 that exceeded debt issuance costs paid in the first nine months of 2006 by $9.1 million and $10.6 million of payments under the share repurchase program. In the first nine months of 2007, we paid debt issuance costs of $10.2 million related primarily to the issuance of the senior subordinated notes. In the first nine months of 2006, we paid debt issuance costs of $1.1 million related to the senior secured credit facility. In the first nine months of 2007, we repurchased 220,500 shares of our common stock for $10.6 million, an average price per share of $48.19. The current share repurchase program authorizes us to repurchase up to $100.0 million of our common stock. Our cash liquidity will be impacted by additional share repurchases in future periods.

Our outstanding debt obligations as of September 23, 2007 consisted of $350.0 million aggregate principal of 7.0% senior subordinated notes due 2017 and $110.0 million aggregate principal of 4.0% convertible subordinated debentures due 2023. On February 16, 2007, we redeemed medium-term notes in the aggregate principal amount of $62.0 million and, in connection therewith, we paid a make-whole premium of approximately $2.0 million. The redemption was made with cash on hand.

Additional discussion regarding our various borrowing arrangements is included in Note 9 to the Consolidated Financial Statements and the Overview section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Outlook

Progress made in 2006 and the first nine months of 2007 with many of our strategic initiatives, including product portfolio management and regional manufacturing, together with the expected faster growth rate of the recent acquisitions, positions us to profitably grow revenues 6 to 8 percent over the business cycle, excluding the effects of raw material pricing and currency exchange rates. Including the additional revenue from the Hirschmann, LTK, and Lumberg Automation acquisitions, we expect 2007 consolidated revenues to exceed $2.02 billion.

With the recent acquisitions, we have made some changes to our capital structure. We expect gross interest expense to exceed $26.0 million for the year because of these changes. For 2007, we expect earnings per diluted share to be between $2.85 and $2.95 adjusted for certain purchase accounting effects related to acquisitions, severance charges, adjusted depreciation, asset impairment, gains (losses) on sales of assets, and one-time tax benefits (charges).

Forward-Looking Statements

Statements in this report, including those noted in the “Outlook” section, other than historical facts are forward-looking statements made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on forecasts and projections about the industries which we serve and about general economic conditions. They reflect management’s beliefs and assumptions. They are not guarantees of future performance and they involve risk and uncertainty. Our actual results may differ materially from these expectations. Some of the factors that may cause actual results to differ from our expectations include:

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• Demand and acceptance of our products by customers and end users;

• Changes in the cost and availability of raw materials (specifically, copper, commodities derived from petrochemical feedstocks, and other materials);

• The degree to which we will be able to respond to raw materials cost fluctuations through the pricing of our products;

• Our ability to meet customer demand successfully as we also reduce working capital;

• Our ability to implement successfully our announced restructuring plans (for which we may incur additional costs);

• Our ability to integrate successfully the recently acquired businesses; and

• Other factors noted in this report and our other Securities Exchange Act of 1934 filings.

For a more complete discussion of risk factors, please see our 2006 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2007. We disclaim any duty to update any forward-looking statements as a result of new information, future developments, or otherwise, or to continue the practice of providing earnings guidance such as that found under the “Outlook” section.

Item 3: Quantitative and Qualitative Disclosures about Market Risks

Item 7A of our 2006 Annual Report on Form 10-K provides more information as to the practices and instruments that we use to manage market risks. There were no material changes in our exposure to market risks since December 31, 2006.

Item 4: Controls and Procedures

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on this evaluation, the principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

There was no change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II OTHER INFORMATION

Item 1: Legal Proceedings

We are a party to various legal proceedings and administrative actions that are incidental to our operations in which the claimant alleges injury from exposure to heat-resistant asbestos fiber, generally contained in a small number of products manufactured by our predecessors. These proceedings include personal injury cases (about 155 of which we were aware at October 30, 2007) in which we are one of many defendants, 10 of which are scheduled for trial for 2007. Electricians have filed a majority of these cases, primarily in New Jersey and Pennsylvania. Plaintiffs in these cases generally seek compensatory, special and punitive damages. Through October 30, 2007, we have been dismissed (or reached agreement to be dismissed) in approximately 191 similar cases without any going to trial, and with only 12 of these involving any payment to the claimant. We have insurance that we believe should cover a significant portion of any defense or settlement costs borne by us in these types of cases. In our opinion, the proceedings and actions in which we are involved should not, individually or in the aggregate, have a material adverse effect on our financial condition, results of operations or cash flows.

Item 1A: Risk Factors

There have been no material changes with respect to risk factors as previously disclosed in our 2006 Annual Report on Form 10-K.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

(c) Issuer Purchases of Equity Securities

					Total Number of		Approximate Dollar
					Shares Purchased as		Value of Shares
					Part of Publicly		that May Yet Be
	Total Number of		Average Price Paid		Announced Plans or		Purchased Under the
Period	Shares Purchased		per Share		Programs (1)		Plans or Programs
June 25, 2007 through July 22, 2007		—		—		—		—
July 23, 2007 through August 19, 2007		—		—		—	$	100,000,000
August 20, 2007 through September 23, 2007		220,500	$	48.19		220,500	$	89,374,000
Total		220,500	$	48.19		220,500	$	89,374,000

⁽¹⁾ On August 16, 2007, the Board of Directors authorized the Company to repurchase up to $100.0 million of common stock in the open market or in privately negotiated transactions. The program was announced via news release on August 17, 2007.

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Item 6: Exhibits

Exhibits

Exhibit 10.1	Separation of Employment Agreement dated September 18, 2007 between the Company and Robert Canny
Exhibit 10.2	General Release of All Claims dated September 18, 2007 between the Company and Robert Canny
Exhibit 10.3	Executive Employment Agreement dated September 18, 2007 between the Company and Louis Pace
Exhibit 10.4	Indemnification Agreement dated September 18, 2007 between the Company and Louis Pace
Exhibit 31.1	Certificate of the Chief Executive Officer pursuant to § 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2	Certificate of the Chief Financial Officer pursuant to § 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1	Certificate of the Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2	Certificate of the Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BELDEN INC.
Date: November 2, 2007	By:	/s/ John S. Stroup
		John S. Stroup
		President, Chief Executive Officer and Director
Date: November 2, 2007	By:	/s/ Gray G. Benoist
		Gray G. Benoist
		Vice President, Finance and Chief Financial Officer
Date: November 2, 2007	By:	/s/ John S. Norman
		John S. Norman
		Controller and Chief Accounting Officer

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EX-10.1

EXHIBIT 10.1

September 18, 2007

Mr. Robert Canny
29 Fairlawn Drive
Wallingford, CT 06492

Re: Separation Agreement

Dear Bob:

     As we discussed, your employment with Belden Inc. (the “Company”) and all subsidiaries will terminate effective on the close of business, September 18, 2007 (the “Separation Date”). This letter confirms all of your entitlements arising out of your employment with and separation from the Company pursuant to your Executive Employment Agreement of July 16, 2006. You will receive:

1.	A severance payment equal to one times the sum of your current annual base salary and your 2007 target bonus.	$	486,200
2.	A pro-rata bonus for 2007 based on a financial factor of 1.31 and a personal performance factor of 1.0.	$	187,535
3.	Additional consideration for six-month extension of non-compete covenant.	$	275,000
4.	Subject to your continued co-payment of premiums, continued participation for twelve (12) months in the Company’s medical benefits plan which covers you and your eligible dependents upon the same terms and conditions (except for the requirement of your continued employment) in effect for active employees of the Company. If you obtain other employment that offers substantially similar or more favorable medical benefits, continuation of such coverage by the Company will end. These health benefits will reduce the period of coverage (and count against your right to healthcare continuation benefits under COBRA) by twelve (12) months.
	The total of items 1, 2 and 3 is $948,735. To comply with the deferred compensation provisions of Section 409A of the Internal Revenue Code, $528,735 of this amount will be paid in a lump sum upon your signing this agreement and the remainder of $420,000 will be paid in equal payroll installments over a period of twelve (12) months.

Mr. Robert Canny
September 18, 2007
Page 2

     You are entitled to your accrued and unpaid salary through the Separation Date. You also are entitled to all accrued, vested and unpaid benefits under all retirement, pension, and deferred compensation plans of the Company in which you are participating on the Separation Date. All such benefits shall be paid in accordance with the terms of the applicable plans and, where applicable, your previous elections. You are not eligible for retirement plan contributions with respect to payments made under section 1, 2, or 3 above.

     You are vested in the first two tranches of your March 30, 2005 options and the first tranche of your February 26, 2006 SARs. You may exercise these awards until the earlier of the expiration date set forth in the applicable award or until ninety days following the Separation Date. The grant date and price of all such awards are noted below:

Grant Date	Options/SARs	Grant Price
March 30, 2005	6,334 Options	$	22.6650
February 22, 2006	1,767 SARs	$	25.8050

     All other unvested stock options, RSUs, SARS, PSUs and other equity-based and long-term incentive awards (whether or not equity-based) shall lapse, and all such unvested equity awards shall not be exercisable, as of the Separation Date.

     The Company will, to the extent required by applicable law, withhold from your amounts payable above, the amount of any withholding tax due with respect to such amounts.

     You agree to promptly return to the Company all tangible and intangible property of the Company, whether prepared by you or otherwise coming into your possession, and whether written, electronic or in any other format, including, without limitation, all files, records, documents, customer lists, software and equipment (such as personal computers, disks, and disk drives, and mobile communication devices).

     Payment of the amounts and benefits set forth above will begin on the effective date of the General Release of All Claims that accompany this letter or, in the case of Company employee plan benefits, such later date as may be provided in accordance with the applicable Company benefit plan in which you are a participant. All amounts hereunder also are conditioned upon your resignation from all offices of the Company and all subsidiaries held by you, pursuant to the attached letter.

     We ask that you sign this letter below confirming our understanding above.

Mr. Robert Canny
September 18, 2007
Page 3

     This letter may be executed in one or more counterparts, each of which shall constitute an original for all purposes, and all of which taken together shall constitute one and the same agreement.

	BELDEN INC.
/s/ Robert Canny	By:	/s/ Kevin Bloomfield
Robert Canny		Name: Kevin Bloomfield Title: VP, Secretary & General Counsel

EX-10.2

EXHIBIT 10.2

GENERAL RELEASE OF ALL CLAIMS

     1. For and in consideration of the promises made in the Executive Employment Agreement (defined below), the adequacy of which is hereby acknowledged, the undersigned (“Executive”), for himself, his heirs, administrators, legal representatives, executors, successors, assigns, and all other persons claiming through Executive, if any (collectively, “Releasers”), does hereby release, waive, and forever discharge Belden Inc. (“Company”), the Company’s subsidiaries, parents, affiliates, related organizations, employees, officers, directors, attorneys, successors, and assigns (collectively, the “Releasees”) from, and does fully waive any obligations of Releasees to Releasers for, any and all liability, actions, charges, causes of action, demands, damages, or claims for relief, remuneration, sums of money, accounts or expenses (including attorneys’ fees and costs) of any kind whatsoever, whether known or unknown or contingent or absolute, which heretofore has been or which hereafter may be suffered or sustained, directly or indirectly, by Releasers in consequence of, arising out of, or in any way relating to Executive’s employment with the Company or any of its affiliates or the termination of Executive’s employment. The foregoing release and discharge, waiver and covenant not to sue includes, but is not limited to, all claims and any obligations or causes of action arising from such claims, under common law including wrongful or retaliatory discharge, breach of contract (including but not limited to any claims under the Employment Agreement between the Company and Executive, dated July 16, 2006 (the “Employment Agreement”) and any claims under any stock option and restricted stock units agreements between Executive and the Company) and any action arising in tort including libel, slander, defamation or intentional infliction of emotional distress, and claims under any federal, state or local statute including Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 and 1871 (42 U.S.C. § 1981), the National Labor Relations Act, the Age Discrimination in Employment Act (ADEA), the Fair Labor Standards Act, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the Missouri Human Rights Act (R.S. MO Section 213.010 et seq.), or the discrimination or employment laws of any state or municipality, or any claims under any express or implied contract which Releasers may claim existed with Releasees. This release and waiver does not apply to any claims or rights that may arise after the date Executive signs this General Release. The foregoing release does not apply to any claims of indemnification under the Employment Agreement or a separate indemnification agreement with the Company or rights of coverage under directors and officers liability insurance.

     2. Excluded from this release and waiver are any claims which cannot be waived by law, including but not limited to the right to participate in an investigation conducted by certain government agencies. Executive does, however, waive Executive’s right to any monetary recovery should any agency (such as the Equal Employment Opportunity Commission) pursue any claims on Executive’s behalf. Executive represents and warrants that Executive has not filed any complaint, charge, or lawsuit against the Releasees with any government agency or any court.

     3. Executive agrees never to sue Releasees in any forum for any claim covered by the above waiver and release language, except that Executive may bring a claim under the ADEA to challenge this General Release or as otherwise provided in this General Release. If

Executive violates this General Release by suing Releasees, other than under the ADEA or as otherwise set forth in Section 1 hereof, Executive shall be liable to the Company for its reasonable attorneys’ fees and other litigation costs incurred in defending against such a suit. Nothing in this General Release is intended to reflect any party’s belief that Executive’s waiver of claims under ADEA is invalid or unenforceable, it being the interest of the parties that such claims are waived.

     4. Executive acknowledges, agrees and affirms that he is subject to certain post-employment covenants pursuant to Section 12 of the Employment Agreement, which covenants survive the termination of his employment and the execution of this General Release.

     5. Executive acknowledges and recites that:

          (a) Executive has executed this General Release knowingly and voluntarily;

          (b) Executive has read and understands this General Release in its entirety;

          (c) Executive has been advised and directed orally and in writing (and this subparagraph (c) constitutes such written direction) to seek legal counsel and any other advice he wishes with respect to the terms of this General Release before executing it;

          (d) Executive’s execution of this General Release has not been coerced by any employee or agent of the Company; and

          (e) Executive has been offered twenty-one (21) calendar days after receipt of this General Release to consider its terms before executing it.

     6. This General Release shall be governed by the internal laws (and not the choice of laws) of the State of Delaware, except for the application of pre-emptive Federal law.

     7. Executive shall have seven (7) days from the date hereof to revoke this General Release by providing written notice of the revocation to the Company, as provided in Section 14 of the Employment Agreement, upon which revocation this General Release shall be unenforceable and null and void and in the absence of such revocation this General Release shall be binding and irrevocable by Executive.

     PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

Date: September 18, 2007	EXECUTIVE:
	/s/ Robert Canny
	Name:	Robert Canny

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EX-10.3

EXHIBIT 10.3

EXECUTIVE EMPLOYMENT AGREEMENT

     This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of this September 18, 2007, between Belden Inc., a Delaware corporation (the “Company”), and Louis Pace (the “Executive”).

W I T N E S S E T H:

     WHEREAS, the Company has employed Executive as its President, Specialty Products Division, and Company and Executive desire to reflect the continuation of such employment by this Agreement;

     WHEREAS, the Company and Executive desire to enter into this Agreement to set forth the terms of Executive’s employment by the Company;

     NOW THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     1. POSITION/DUTIES.

          (a) Executive shall serve as the President, Specialty Products Division. In such capacity, Executive shall have active and general supervision and management over the business and affairs of Specialty Products Division.

          (b) Executive shall use Executive’s best efforts to perform faithfully and efficiently the duties and responsibilities assigned to Executive hereunder and devote substantially all of Executive’s business time to the performance of Executive’s duties with the Company; provided, the foregoing shall not prevent Executive from participating in charitable, civic, educational, professional or community affairs so long as such activities do not materially interfere with the performance of Executive’s duties hereunder or create a potential business conflict or the appearance thereof.

     2. TERM OF AGREEMENT. This Agreement shall be effective on the date hereof (the “Effective Date”) and shall end on the third anniversary of the Effective Date. The term of this Agreement shall be automatically extended thereafter for successive one (1) year periods unless, at least ninety (90) days prior to the end of the initial term of this Agreement or the then current succeeding one-year extended term of this Agreement, the Company or Executive has notified the other that the term hereunder shall terminate upon its expiration date. The initial term of this Agreement, as it may be extended from year to year thereafter, is herein referred to as the “Term.” The foregoing to the contrary notwithstanding, upon the occurrence of a Change in Control (defined below) at any time after the first anniversary of the Effective Date, the Term of this Agreement shall be extended to the second anniversary of the date of the occurrence of such Change in Control and shall be subject to expiration thereafter upon notice by Executive or the Company to the other party or to automatic successive additional one-year periods, as the case may be, in the manner provided above. If Executive remains employed by

the Company beyond the expiration of the Term, he shall be an employee at-will; except that any provisions identified as surviving shall continue. In all events hereunder, Executive’s employment is subject to earlier termination pursuant to Section 7 hereof, and upon such earlier termination the Term shall be deemed to have ended.

     3. BASE SALARY. As of the Effective Date, the Company shall continue to pay Executive a base salary (the “Base Salary”) at an annual rate of $253,000, payable in accordance with the regular payroll practices of the Company. Executive’s Base Salary shall be subject to annual review by the Company’s Chief Executive Officer (“CEO”) and may be adjusted from time to time by the CEO (as approved by the Compensation Committee of the Board of Directors of the Company). The base salary as determined herein from time to time shall constitute “Base Salary” for purposes of this Agreement.

     4. ANNUAL BONUS. As of the Effective Date, Executive shall continue to be eligible to participate in the Company’s management incentive (bonus) plan and any successor annual bonus plans. Executive shall have the opportunity to earn an annual target bonus, measured against performance criteria to be determined by the Company’s Board (or a committee thereof).

     5. STOCK OWNERSHIP. Executive shall be subject to, and shall comply with, the stock ownership guidelines of the Company as may be in effect from time to time.

     6. EMPLOYEE BENEFITS. As of the Effective Date:

          (a) BENEFIT PLANS. Executive shall continue to be entitled to participate in all employee benefit plans of the Company including, but not limited to, equity, pension, thrift, profit sharing, medical coverage, education, or other retirement or welfare benefits that the Company has adopted or may adopt, maintain or contribute to for the benefit of its senior executives in accordance with the terms of such plans and programs.

          (b) VACATION. Executive shall continue to be entitled to annual paid vacation in accordance with the Company’s policy applicable to senior executives.

          (c) BUSINESS AND ENTERTAINMENT EXPENSES. Upon presentation of appropriate documentation, Executive shall be reimbursed in accordance with the Company’s expense reimbursement policy for all reasonable and necessary business expenses incurred in connection with the performance of Executive’s duties hereunder.

          (d) CERTAIN AMENDMENTS. Nothing herein shall be construed to prevent the Company from amending, altering, terminating or reducing any plans, benefits or programs.

     7. TERMINATION. Executive’s employment and the Term shall terminate on the first of the following to occur:

          (a) DISABILITY. Upon written notice by the Company to Executive of termination due to Disability, while Executive remains Disabled. For purposes of this

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Agreement, “Disability” shall have the meaning defined under the Company’s then-current long-term disability insurance plan in which Executive participates.

          (b) DEATH. Automatically on the date of death of Executive.

          (c) CAUSE. Immediately upon written notice by the Company to Executive of a termination of Executive’s employment for Cause. “Cause” shall mean:

          (i) Executive’s willful and continued failure to perform substantially his duties owed to the Company or its affiliates after a written demand for substantial performance is delivered to him specifically identifying the nature of such unacceptable performance, which is not cured by Executive within a reasonable period, not to exceed thirty (30) days;

          (ii) Executive is convicted of (or pleads guilty or no contest to) a felony or any crime involving moral turpitude; or

          (iii) Executive has engaged in conduct that constitutes gross misconduct in the performance of his employment duties.

An act or omission by Executive shall not be “willful” if conducted in good faith and with Executive’s reasonable belief that such conduct is in the best interests of the Company.

          (d) WITHOUT CAUSE. Upon written notice by the Company to Executive of an involuntary termination of Executive’s employment other than for Cause (and other than due to his Disability).

          (e) GOOD REASON. Upon written notice by Executive to the Company of a voluntary termination of Executive’s employment at any time during a Protection Period (defined in Section 10 below), for Good Reason. “Good Reason” shall mean, without the express written consent of Executive, the occurrence of any of the following events during a Protection Period:

          (i) Executive’s Base Salary or annual target bonus opportunity is reduced;

          (ii) Executive’s duties or responsibilities are negatively and materially changed in a manner inconsistent with Executive’s position (including status, offices, titles, and reporting responsibilities) or authority; or

          (iii) The Company requires Executive’s principal office to be relocated more than 50 miles from its location as of the date immediately preceding the Change in Control.

          (f) VOLUNTARY TERMINATION FOR ANY REASON (WITHOUT GOOD REASON DURING A PROTECTION PERIOD). Upon at least thirty (30) days’ prior written notice by Executive to the Company of Executive’s voluntary termination of employment

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(i) for any reason prior to or after a Protection Period or (ii) without Good Reason during a Protection Period, in either case which the Company may, in its sole discretion, make effective earlier than any termination date set forth in such notice.

     8. CONSEQUENCES OF TERMINATION. Any termination payments made and benefits provided under this Agreement to Executive shall be in lieu of any termination or severance payments or benefits for which Executive may be eligible under any of the plans, policies or programs of the Company or its affiliates, it being understood that stock options and other Long-Term Awards (as defined in Section 11 hereof) shall be treated as addressed in Section 11 hereof. Upon termination of Executive’s employment, the following amounts and benefits shall be due to Executive:

          (a) DEATH; DISABILITY. If Executive’s employment terminates due to Executive’s death or Disability, then the Company shall pay or provide Executive (or the legal representative of his estate in the case of his death) with:

          (i) (A) any accrued and unpaid Base Salary through the date of termination and any accrued and unused vacation in accordance with Company policy; and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”);

          (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year;

          (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable bonus plan and a fraction, the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year;

          (iv) Any disability insurance benefits, or life insurance proceeds, as the case may be, as may be provided under the Company plans in which Executive participates immediately prior to such termination; and

          (b) VOLUNTARY TERMINATION (INCLUDING VOLUNTARY TERMINATION WITHOUT GOOD REASON DURING A PROTECTION PERIOD); INVOLUNTARY TERMINATION WITHOUT CAUSE AT OR AFTER AGE 65; INVOLUNTARY TERMINATION FOR CAUSE.

          (i) If Executive’s employment should be terminated (i) by Executive for any reason at any time other than during a Protection Period, or (ii) by Executive without Good Reason during a Protection Period, then the Company shall pay to Executive any Accrued Obligations in accordance with Section 8(a)(i).

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          (ii) If Executive’s employment is terminated by the Company without Cause and other than for Disability at or after Executives’ attainment of age 65, the Company shall pay to Executive any Accrued Obligations.

          (iii) If Executive’s employment is terminated by the Company for Cause, the Company shall pay to Executive any Accrued Obligations.

          (c) TERMINATION WITHOUT CAUSE. If at any time (A) prior to Executive’s attainment of age 65 and (B) other than during a Protection Period, Executive’s employment by the Company is terminated by the Company without Cause (and other than a termination for Disability), then the Company shall pay or provide Executive with:

          (i) (A) Executive’s Accrued Obligations, payable in accordance with Section 8(a)(i);

          (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year;

          (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable bonus plan and a fraction, the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year;

          (iv) Severance payments in the aggregate amount equal to the sum of (A) Executive’s then Base Salary plus (B) his annual target bonus, which amount shall be payable to Executive in equal payroll installments over a period of twelve (12) months; and

          (v) Subject to Executive’s continued co-payment of premiums, continued participation for twelve (12) months in the Company’s medical benefits plan which covers Executive and his eligible dependents upon the same terms and conditions (except for the requirements of Executive’s continued employment) in effect for active employees of the Company. In the event Executive obtains other employment that offers substantially similar or more favorable medical benefits, such continuation of coverage by the Company under this subsection shall immediately cease. The continuation of health benefits under this subsection shall reduce the period of coverage and count against Executive’s right to healthcare continuation benefits under COBRA.

     9. CONDITIONS. Any payments or benefits made or provided to Executive pursuant to any subsection of Section 8, other than Accrued Obligations, are subject to Executive’s:

          (a) compliance with the provisions of Section 12 hereof;

5

          (b) delivery to the Company of an executed Agreement and General Release (the “General Release”), which shall be substantially in the form attached hereto as Exhibit A within twenty-one (21) days after presentation thereof by the Company to Executive; and

          (c) delivery to the Company of a resignation from all offices, directorships and fiduciary positions held by Executive with the Company, its affiliates and employee benefit plans.

Notwithstanding the due date of any post-employment payments, any amounts due following a termination under this Agreement (other than Accrued Obligations) shall not be payable until after the expiration of any statutory revocation period applicable to the General Release without Executive having revoked such General Release, and, subject to the provisions of Section 21 hereof, any such amounts shall be paid to Executive within thirty (30) days thereafter. Notwithstanding the foregoing, Executive shall be entitled to any Accrued Obligations, payable without regard for the conditions of this Section 9.

     10. CHANGE IN CONTROL; EXCISE TAX.

          (a) CHANGE IN CONTROL. A “Change in Control” of the Company shall be deemed to have occurred if any of the events set forth in any one of the following subparagraphs shall occur:

          (i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of either (i) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (1) and (2) of subsection (iii) of this definition;

          (ii) individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board;

          (iii) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or

6

substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) and in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, and (2) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

          (iv) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

          (b) QUALIFYING TERMINATION. If, prior to Executive’s attainment of age 65, Executive’s employment is involuntarily terminated by the Company without Cause (and other than due to his Disability) or is voluntarily terminated by Executive for Good Reason, in either case only during the period commencing on the occurrence of a Change in Control of the Company and ending on the second anniversary of date of the Change in Control (“Protection Period”), then the Company shall pay or provide Executive with:

          (i) Executive’s Accrued Obligations, payable in accordance with Section 8(a)(i);

          (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year;

          (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of which shall be based on target performance and a fraction, the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year;

          (iv) A lump sum severance payment in the aggregate amount equal to the product of (A) the sum of (1) Executive’s highest Base Salary during the Protection Period plus (2) his annual target bonus multiplied by (B) two (2);

          (v) Subject to Executive’s continued co-payment of premiums, continued participation for two (2) years in the Company’s medical benefits plan which covers Executive and his eligible dependents upon the same terms and conditions (except for the requirements of Executive’s continued employment) in effect for active employees

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of the Company. In the event Executive obtains other employment that offers substantially similar or more favorable medical benefits, such continuation of coverage by the Company under this subsection shall immediately cease. The continuation of health benefits under this subsection shall reduce the period of coverage and count against Executive’s right to healthcare continuation benefits under COBRA; and

          (vi) Payments falling under Section 8(c)iv shall be paid in a lump sum within ten (10) business days after the Executive’s receipt of the calculation from a specified advisor.

          (c) EXCISE TAX.

          (i) If it is determined that any amount, right or benefit paid or payable (or otherwise provided or to be provided) to the Executive by the Company or any of its affiliates under this Agreement or any other plan, program or arrangement under which Executive participates or is a party, other than amounts payable under this Section 10(d), (collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (“Code”), subject to the excise tax imposed by Section 4999 of the Code, as amended from time to time (the “Excise Tax”), and the present value of such Payments (calculated in a manner consistent with that set forth in the applicable regulations promulgated under Section 280G of the Code) is equal to or less than 110% of the threshold at which such amount becomes an “excess parachute payment,” then the amount of the Payments payable to the Executive under this Agreement shall be reduced (a “Reduction”) to the extent necessary so that no portion of such Payments payable to the Executive is subject to the Excise Tax.

          (ii) In the event it shall be determined that the amount of the Payments payable to the Executive is more than 110% greater than the threshold at which such amount becomes an “excess parachute payment,” then the Executive shall be entitled to receive an additional payment from the Company (a “Gross-Up Payment”) in an amount such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income and employment taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

          (iii) All determinations required to be made under this Section 10(d), including whether and when a Gross-Up Payment or a Reduction is required, the amount of such Gross-Up Payment or Reduction and the assumptions to be utilized in arriving at such determination, shall be made by an independent, nationally recognized accounting firm mutually acceptable to the Company and the Executive (the “Auditor”); provided that in the event a Reduction is determined to be required, the Executive may determine which Payments shall be reduced in order to comply with the provisions of this Section 10(d). The Auditor shall promptly provide detailed supporting calculations to both the Company and Executive following any determination that a Reduction or Gross-Up Payment is necessary. All fees and expenses of the Auditor shall be paid by the Company.

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Any Gross-Up Payment, as determined pursuant to this Section 10(d), shall be paid by the Company to the Executive within five (5) days of the receipt of the Auditor’s determination. All determinations made by the Auditor shall be binding upon the Company and the Executive; provided that if, notwithstanding the Auditor’s initial determination, the Internal Revenue Service (or other applicable taxing authority) determines that an additional Excise Tax is due with respect to the Payments, then the Auditor shall recalculate the amount of the Gross-Up Payment or Reduction Amount, if applicable, based upon the determinations made by the Internal Revenue Service (or other applicable taxing authority) after taking into account any additional interest and penalties (the “Recalculated Amount”) and the Company shall pay to the Executive the excess of the Recalculated Amount over the Gross-Up Payment initially paid to the Executive or the amount of the Payments after the Reduction, as applicable, within five (5) days of the receipt of the Auditor’s recalculation the Gross-Up Payment.

     11. LONG-TERM AWARDS. All of Executive’s stock options, stock appreciation rights, restricted stock units, performance share units and any other long-term incentive awards granted under any long-term incentive plan of the Company, whether granted before or after the Effective Date (collectively “Long-Term Awards”), shall remain in effect in accordance with their terms and conditions, including with respect to the consequences of the termination of Executive’s employment or a change in control, and shall not be in any way amended, modified or affected by this Agreement.

     12. EXECUTIVE COVENANTS.

          (a) CONFIDENTIALITY. Executive agrees that Executive shall not, commencing on the date hereof and at all times thereafter, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of Executive’s employment and for the benefit of the Company, any nonpublic, proprietary or confidential information, knowledge or data relating to the Company, any of its subsidiaries, affiliated companies or businesses, which shall have been obtained by Executive during Executive’s employment by the Company. The foregoing shall not apply to information that (i) was known to the public prior to its disclosure to Executive; (ii) becomes known to the public subsequent to disclosure to Executive through no wrongful act of Executive or any representative of Executive; or (iii) Executive is required to disclose by applicable law, regulation or legal process (provided that Executive provides the Company with prior notice of the contemplated disclosure and reasonably cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Notwithstanding clauses (i) and (ii) of the preceding sentence, Executive’s obligation to maintain such disclosed information in confidence shall not terminate where only portions of the information are in the public domain.

          (b) NONSOLICITATION. Commencing on the date hereof, and continuing during Executive’s employment with the Company and for the twelve (12) month period following termination of Executive’s employment for any reason (a twenty-four (24) month post-employment period in the event of a termination of Executive’s employment for any reason at any time during a Protection Period) (“Restricted Period”), Executive agrees that Executive shall not, without the prior written consent of the Company, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity: (i) solicit, recruit or employ

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(whether as an employee, officer, director, agent, consultant or independent contractor) any person who was or is at any time during the six (6) months preceding Executive’s termination of employment an employee, representative, officer or director of the Company; (ii) take any action to encourage or induce any employee, representative, officer or director of the Company to cease their relationship with the Company for any reason; or (iii) knowingly solicit, aid or induce any customer of the Company or any of its subsidiaries or affiliates to purchase goods or services then sold by the Company or any of its subsidiaries or affiliates from another person, firm, corporation or other entity or assist or aid any other persons or entity in identifying or soliciting any such customer.

          (c) NONCOMPETITION. Executive acknowledges that Executive performs services of a unique nature for the Company that are irreplaceable, and that Executive’s performance of such services to a competing business will result in irreparable harm to the Company. Accordingly, during the Restricted Period, Executive agrees that Executive shall not, directly or indirectly, own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in any business of the same type as any business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have proposed, on or prior to such date, to be engaged in on or after such date at any time during the twelve (12)-month period ending with the date of termination for any reason (a twenty-four month post-employment period in the event of termination of Executive’s employment for any reason at any time during a Protection Period) , in any locale of any country in which the Company conducts business. This Section 12(c) shall not prevent Executive from owning not more than two percent (2%) of the total shares of all classes of stock outstanding of any publicly held entity engaged in such business.

          (d) NONDISPARAGEMENT. Each of Executive and the Company (for purposes hereof, “the Company” shall mean only (i) the Company by press release or other formally released announcement and (ii) the executive officers and directors thereof and not any other employees) agrees not to make any public statements that disparage the other party, or in the case of the Company, its respective affiliates, employees, officers, directors, products or services. Notwithstanding the foregoing, statements made in the course of sworn testimony in administrative, judicial or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) shall not be subject to this Section 12(d). Executive’s provision shall also not cover normal competitive statements which do not cite Executive’s employment by the Company.

          (e) RETURN OF COMPANY PROPERTY AND RECORDS. Executive agrees that upon termination of Executive’s employment, for any cause whatsoever, Executive will surrender to the Company in good condition (reasonable wear and tear excepted) all property and equipment belonging to the Company and all records kept by Executive containing the names, addresses or any other information with regard to customers or customer contacts of the Company, or concerning any proprietary or confidential information of the Company or any operational, financial or other documents given to Executive during Executive’s employment with the Company.

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          (f) COOPERATION. Executive agrees that, following termination of Executive’s employment for any reason, Executive shall upon reasonable advance notice, and to the extent it does not interfere with previously scheduled travel plans and does not unreasonably interfere with other business activities or employment obligations, assist and cooperate with the Company with regard to any matter or project in which Executive was involved during Executive’s employment, including any litigation. The Company shall compensate Executive for reasonable expenses incurred in connection with such cooperation and assistance.

          (g) ASSIGNMENT OF INVENTIONS. Executive will promptly communicate and disclose in writing to the Company all inventions and developments including software, whether patentable or not, as well as patents and patent applications (hereinafter collectively called “Inventions”), made, conceived, developed, or purchased by Executive, or under which Executive acquires the right to grant licenses or to become licensed, alone or jointly with others, which have arisen or jointly with others, which have arisen or may arise out of Executive’s employment, or relate to any matters pertaining to, or useful in connection therewith, the business or affairs of the Company or any of its subsidiaries. Included herein as if developed during the employment period is any specialized equipment and software developed for use in the business of the Company. All of Executive’s right, title and interest in, to, and under all such Inventions, licenses, and right to grant licenses shall be the sole property of the Company. Any such Inventions disclosed to anyone by Executive within one (1) year after the termination of employment for any cause whatsoever shall be deemed to have been made or conceived by Executive during the Term. As to all such Inventions, Executive will, upon request of the Company execute all documents which the Company deems necessary or proper to enable it to establish title to such Inventions or other rights, and to enable it to file and prosecute applications for letters patent of the United States and any foreign country; and do all things (including the giving of evidence in suits and other proceedings) which the Company deems necessary or proper to obtain, maintain, or assert patents for any and all such Inventions or to assert its rights in any Inventions not patented.

          (h) EQUITABLE RELIEF AND OTHER REMEDIES. The parties acknowledge and agree that the other party’s remedies at law for a breach or threatened breach of any of the provisions of this Section 12 would be inadequate and, in recognition of this fact, the parties agree that, in the event of such a breach or threatened breach, in addition to any remedies at law, the other party, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available.

          (i) REFORMATION. If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 12 is excessive in duration or scope or is unreasonable or unenforceable under the laws of that state, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the law of that state.

          (j) SURVIVAL OF PROVISIONS. The obligations of Executive set forth in this Section 12 shall survive the termination of Executive’s employment by the Company and the termination or expiration of this Agreement and shall be fully enforceable thereafter.

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     13. NO ASSIGNMENTS.

          (a) This Agreement is personal to each of the parties hereto. Except as provided in Section 13(b) below, no party may assign or delegate any rights or obligations hereunder without first obtaining the written consent of the other party hereto.

          (b) The Company shall assign this Agreement to any successor to all or substantially all of the business or assets of the Company provided that the Company shall require such successor to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place and shall deliver a copy of such assignment to Executive.

     14. NOTICE. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of delivery if delivered by hand, (b) on the first business day following the date of deposit if delivered by guaranteed overnight delivery service, or (d) on the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Executive:

Louis Pace
XXXXXXXX
XXXXX, XX

If to the Company:

Belden Inc.
7701 Forsyth Boulevard
Suite 800
St. Louis, Missouri 63105
Attn: General Counsel

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

     15. SECTION HEADINGS; INCONSISTENCY. The section headings used in this Agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement. In the event of any inconsistency between this Agreement and any other agreement (including but not limited to any option, long-term incentive or other equity award agreement), plan, program, policy or practice of the Company, the terms of this Agreement shall control.

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     16. SEVERABILITY. The provisions of this Agreement shall be deemed severable and the invalidity of unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

     17. ARBITRATION. Any dispute or controversy arising under or in connection with this Agreement, other than injunctive relief under Section 12(h) hereof or damages for breach of Section 12, shall be settled exclusively by arbitration, conducted before a single arbitrator in St. Louis, Missouri, administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The single arbitrator shall be selected by the mutual agreement of the Company and Executive, unless the parties are unable to agree to an arbitrator, in which case, the arbitrator will be selected under the procedures of the AAA. The arbitrator will have the authority to permit discovery and to follow the procedures that Executive or she determines to be appropriate. The arbitrator will have no power to award consequential (including lost profits), punitive or exemplary damages. The decision of the arbitrator will be final and binding upon the parties hereto. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. Each party shall bear its own legal fees and costs and equally divide the forum fees and cost of the arbitrator.

     18. INDEMNIFICATION; LIABILITY INSURANCE. The Company and Executive shall enter into the Company’s standard form of indemnification agreement governing his conduct as an officer and director of the Company.

     19. AMENDMENTS; WAIVER. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and such officer or director as may be designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

     20. ENTIRE AGREEMENT; MISCELLANEOUS. This Agreement together with all exhibits hereto sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Delaware without regard to its conflicts of law principles. The descriptive headings in this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation and of the word “or” shall be inclusive and not exclusive.

     21. CODE SECTION 409A. It is intended that any amounts payable under this Agreement and the Company’s and Executive’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A of the Code and the treasury regulations relating thereto so as not to subject Executive to the payment of interest and tax penalty which may be imposed under Section 409A. In furtherance of this interest, anything to the contrary

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herein notwithstanding, no amounts shall be payable to Executive before such time as such payment fully complies with the provisions of Section 409A and, to the extent that any regulations or other guidance issued under Section 409A after the date of this Agreement would result in Executive being subject to payment of interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A.

     22. FULL SETTLEMENT. Except as set forth in this Agreement, the Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including without limitation, set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Executive or others, except to the extent any amounts are due the Company or its subsidiaries or affiliates pursuant to a judgment against Executive. In no event shall Executive be obliged to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by Executive as a result of employment by another employer, except as set forth in this Agreement.

     23. WITHHOLDING. The Company may withhold from any and all amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

     24. AGREEMENT OF THE PARTIES. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party hereto. Neither Executive nor the Company shall be entitled to any presumption in connection with any determination made hereunder in connection with any arbitration, judicial or administrative proceeding relating to or arising under this Agreement.

     25. COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instruments.

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first written above.

BELDEN INC.
By:	/s/ John Stroup
Name:		John Stroup
/s/ Louis Pace
Louis Pace

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EXHIBIT A

GENERAL RELEASE OF ALL CLAIMS

     1. For and in consideration of the promises made in the Executive Employment Agreement (defined below), the adequacy of which is hereby acknowledged, the undersigned (“Executive”), for himself, his heirs, administrators, legal representatives, executors, successors, assigns, and all other persons claiming through Executive, if any (collectively, “Releasers”), does hereby release, waive, and forever discharge Belden Inc. (“Company”), the Company’s subsidiaries, parents, affiliates, related organizations, employees, officers, directors, attorneys, successors, and assigns (collectively, the “Releasees”) from, and does fully waive any obligations of Releasees to Releasers for, any and all liability, actions, charges, causes of action, demands, damages, or claims for relief, remuneration, sums of money, accounts or expenses (including attorneys’ fees and costs) of any kind whatsoever, whether known or unknown or contingent or absolute, which heretofore has been or which hereafter may be suffered or sustained, directly or indirectly, by Releasers in consequence of, arising out of, or in any way relating to Executive’s employment with the Company or any of its affiliates or the termination of Executive’s employment. The foregoing release and discharge, waiver and covenant not to sue includes, but is not limited to, all claims and any obligations or causes of action arising from such claims, under common law including wrongful or retaliatory discharge, breach of contract (including but not limited to any claims under the Employment Agreement between the Company and Executive, dated September 18, 2007, (the “Employment Agreement”) and any claims under any stock option and restricted stock units agreements between Executive and the Company) and any action arising in tort including libel, slander, defamation or intentional infliction of emotional distress, and claims under any federal, state or local statute including Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 and 1871 (42 U.S.C. § 1981), the National Labor Relations Act, the Age Discrimination in Employment Act (ADEA), the Fair Labor Standards Act, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the Missouri Human Rights Act (R.S. MO Section 213.010 et seq.), or the discrimination or employment laws of any state or municipality, or any claims under any express or implied contract which Releasers may claim existed with Releasees. This release and waiver does not apply to any claims or rights that may arise after the date Executive signs this General Release. The foregoing release does not apply to any claims of indemnification under the Employment Agreement or a separate indemnification agreement with the Company or rights of coverage under directors and officers liability insurance.

     2. Excluded from this release and waiver are any claims which cannot be waived by law, including but not limited to the right to participate in an investigation conducted by certain government agencies. Executive does, however, waive Executive’s right to any monetary recovery should any agency (such as the Equal Employment Opportunity Commission) pursue any claims on Executive’s behalf. Executive represents and warrants that Executive has not filed any complaint, charge, or lawsuit against the Releasees with any government agency or any court.

     3. Executive agrees never to sue Releasees in any forum for any claim covered by the above waiver and release language, except that Executive may bring a claim under the ADEA to challenge this General Release or as otherwise provided in this General Release. If

Executive violates this General Release by suing Releasees, other than under the ADEA or as otherwise set forth in Section 1 hereof, Executive shall be liable to the Company for its reasonable attorneys’ fees and other litigation costs incurred in defending against such a suit. Nothing in this General Release is intended to reflect any party’s belief that Executive’s waiver of claims under ADEA is invalid or unenforceable, it being the interest of the parties that such claims are waived.

     4. Executive acknowledges, agrees and affirms that he is subject to certain post-employment covenants pursuant to Section 12 of the Employment Agreement, which covenants survive the termination of his employment and the execution of this General Release.

     5. Executive acknowledges and recites that:

          (a) Executive has executed this General Release knowingly and voluntarily;

          (b) Executive has read and understands this General Release in its entirety;

          (c) Executive has been advised and directed orally and in writing (and this subparagraph (c) constitutes such written direction) to seek legal counsel and any other advice he wishes with respect to the terms of this General Release before executing it;

          (d) Executive’s execution of this General Release has not been coerced by any employee or agent of the Company; and

          (e) Executive has been offered twenty-one (21) calendar days after receipt of this General Release to consider its terms before executing it.

     6. This General Release shall be governed by the internal laws (and not the choice of laws) of the State of Delaware, except for the application of pre-emptive Federal law.

     7. Executive shall have seven (7) days from the date hereof to revoke this General Release by providing written notice of the revocation to the Company, as provided in Section 14 of the Employment Agreement, upon which revocation this General Release shall be unenforceable and null and void and in the absence of such revocation this General Release shall be binding and irrevocable by Executive.

     PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

Date:                     , 20	EXECUTIVE:
	Louis Pace

D-2

EX-10.4

EXHIBIT 10.4

INDEMNIFICATION AGREEMENT

          AGREEMENT, effective as of September 18, 2007, between Belden Inc., a Delaware corporation (the “Company”), and Louis Pace (the “Indemnitee”).

          WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

          WHEREAS, Indemnitee is a director or officer of the Company;

          WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today’s environment;

          WHEREAS, the Amended and Restated Bylaws of the Company require the Company to indemnify and advance expenses to its directors and officers to the full extent permitted by law and the Indemnitee has been serving and continues to serve as a director or officer of the Company in part in reliance on such Bylaws;

          WHEREAS, the Amended and Restated Bylaws of the Company and the Delaware General Corporation Law each provide that the indemnification provided herein shall not be exclusive;

          WHEREAS, in recognition of Indemnitee’s need for substantial protection against personal liability in order to enhance Indemnitee’s continued service to the Company in an effective manner, the Company wishes to provide in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies;

          NOW, THEREFORE, in consideration of the premises and of Indemnitee continuing to serve the Company directly or, at its request, another enterprise, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Certain Definitions:

(a) Change in Control: shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the

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Company’s then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all the Company’s assets.

(b) Claim: any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation, whether instituted by the Company or any other party, that Indemnitee in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative, investigative or other.

(c) Expenses: include attorneys’ fees and all other costs, expenses and obligations paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in, any Claim relating to any Indemnifiable Event.

(d) Indemnifiable Event: any event or occurrence related to the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or Belden Inc., or is or was serving at the request of the Company or Belden Inc. as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by Indemnitee in any such capacity.

(e) Independent Legal Counsel: an attorney or firm of attorneys, selected in accordance with the provisions of Section 3, who shall not have otherwise performed services for the Company or Indemnitee within the last five years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

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(f)	Potential Change in Control: shall be deemed to have occurred if (i) the Company enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (ii) any person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control; (iii) any person, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, who is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 9.5% or more of the combined voting power of the Company’s then outstanding Voting Securities, increases his beneficial ownership of such securities by five percentage points (5%) or more over the percentage so owned by such person; or (iv) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.
(g)	Reviewing Party: any appropriate person or body consisting of a member or members of the Company’s Board of Directors or any other person or body appointed by the Board who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.
(h)	Voting Securities: any securities of the Company which vote generally in the election of directors.

2. Basic Indemnification Arrangement.

(a)

In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than thirty days after written demand is presented to the Company, against any and all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) arising from or relating to such Claim. If so requested by Indemnitee, the Company shall advance (within two business days of such request) any and all Expenses to Indemnitee (an “Expense Advance”).

(b)

Notwithstanding the foregoing, (i) the obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 3 hereof is involved) that Indemnitee would not be permitted to be indemnified under applicable

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law, and (ii) the obligation of the Company to make an Expense Advance pursuant to Section 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 3 hereof. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

3. Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all

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expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

4. Establishment of Trust. In the event of a Potential Change in Control, the Company shall, upon written request by Indemnitee, create a trust for the benefit of Indemnitee and from time to time upon written request of Indemnitee shall fund such trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for and defending any Claim relating to an Indemnifiable Event, and any and all judgments, fines, penalties and settlement amounts of any and all Claims relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated or proposed to be paid. The amount or amounts to be deposited in the trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any case in which the Independent Legal Counsel referred to above is involved. The terms of the trust shall provide that (i) the trust shall not be revoked or the principal thereof invaded, without the written consent of the Indemnitee, (ii) the trustee shall advance, within two business days of a request by the Indemnitee, any and all Expenses to the Indemnitee (and the Indemnitee hereby agrees to reimburse the trust under the circumstances under which the Indemnitee would be required to reimburse the Company under Section 2(b) of this Agreement), (iii) the trust shall continue to be funded by the Company in accordance with the funding obligation set forth above, (iv) the trustee shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise, and (v) all unexpended funds in such trust shall revert to the Company upon a final determination by the Reviewing Party or a court of competent jurisdiction, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee shall be chosen by Indemnitee. Nothing in this Section 4 shall relieve the Company of any of its obligations under this Agreement.

5. Indemnification for Additional Expenses. The Company shall indemnify Indemnitee against any and all expenses (including attorneys’ fees) and, if requested by Indemnitee, shall (within two business days of such request) advance such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement or any other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advance expense payment or insurance recovery, as the case may be.

6. Partial Indemnity, Etc. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses, judgments, fines, penalties and amounts paid in settlement arising from or relating to a Claim but not, however, for all of the total amount thereof, the

Page 5

Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

7. Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.

8. No Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.

9. Nonexclusivity, Etc. The rights of the Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Company’s Amended and Restated Bylaws or the Delaware General Corporation Law or otherwise. To the extent that a change in the Delaware General Corporation Law (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Company’s Amended and Restated Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.

10. Liability Insurance. To the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company director or officer.

11. Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed

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released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.

12. Amendments, Etc. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

13. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

14. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder.

15. Binding Effect, Etc. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, spouses, heirs, executors and personal and legal representatives. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer or director of the Company or of any other enterprise at the Company’s request.

16. Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable in any respect, and the validity and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired and shall remain enforceable to the fullest extent permitted by law.

17. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.

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          IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 18th day of September 2007.

BELDEN INC.
By	/s/ John S. Stroup
	John S. Stroup
	President and Chief Executive Officer
	/s/ Louis Pace
	Louis Pace

Page 8

EX-31.1

Exhibit 31.1

CERTIFICATE PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, John S. Stroup, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Belden Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which the statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 2, 2007

/s/ John S. Stroup  

John S. Stroup 

President, Chief Executive Officer and Director 

EX-31.2

Exhibit 31.2

CERTIFICATE PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Gray G. Benoist, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Belden Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which the statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 2, 2007

/s/ Gray G. Benoist  

Gray G. Benoist 

Vice President, Finance and Chief Financial Officer 

EX-32.1

Exhibit 32.1

CERTIFICATE PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Belden Inc. (the “Company”) on Form 10-Q for the period ended September 23, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John S. Stroup, President, Chief Executive Officer and Director of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John S. Stroup

John S. Stroup
President, Chief Executive Officer and Director
November 2, 2007

EX-32.2

Exhibit 32.2

CERTIFICATE PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Belden Inc. (the “Company”) on Form 10-Q for the period ended September 23, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gray G. Benoist, Vice President, Finance and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Gray G. Benoist

Gray G. Benoist
Vice President, Finance and Chief Financial Officer
November 2, 2007