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 March 30, 2008

Commission File No. 001-12561

BELDEN INC.

(Exact name of registrant as specified in its charter)

Delaware	36-3601505
(State or other jurisdiction of incorporation or organization)	(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 not a shell company.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting 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 May 2, 2008
Common Stock, $0.01 Par Value	43,749,726

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
	Item 3: Quantitative and Qualitative Disclosures about Market Risks
	Item 4: Controls and Procedures
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
Executive Employment Agreement
Certification of the CEO
Certification of the CFO
Section 1350 Certification of the CEO
Section 1350 Certification of the CFO

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

BELDEN INC.
CONSOLIDATED BALANCE SHEETS

	March 30,			December 31,
	2008			2007
	(Unaudited)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	196,842		$	159,964
Receivables, net		370,882			373,108
Inventories, net		262,687			257,540
Deferred income taxes		28,931			28,578
Other current assets		17,313			17,392
Total current assets		876,655			836,582
Property, plant and equipment, less accumulated depreciation		328,516			369,803
Goodwill		704,399			648,882
Intangible assets, less accumulated amortization		157,484			154,786
Other long-lived assets		65,414			58,796
	$	2,132,468		$	2,068,849
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	375,693		$	350,047
Current maturities of long-term debt		110,000			110,000
Total current liabilities		485,693			460,047
Long-term debt		350,000			350,000
Postretirement benefits		103,387			98,084
Deferred income taxes		64,075			78,140
Other long-term liabilities		13,558			9,915
Stockholders’ equity:
Preferred stock		—			—
Common stock		503			503
Additional paid-in capital		642,524			638,690
Retained earnings		489,790			478,776
Accumulated other comprehensive income		153,975			93,198
Treasury stock		(171,037	)		(138,504	)
Total stockholders’ equity		1,115,755			1,072,663
	$	2,132,468		$	2,068,849

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
	March 30, 2008			March 25, 2007
	(In thousands, except per share amounts)
Revenues	$	511,826		$	336,703
Cost of sales		(366,009	)		(246,014	)
Gross profit		145,817			90,689
Selling, general and administrative expenses		(97,715	)		(51,903	)
Research and development		(9,071	)		(146	)
Loss on sale of assets		(884	)		—
Asset impairment		(11,549	)		(1,392	)
Operating income		26,598			37,248
Interest expense		(7,819	)		(2,526	)
Interest income		957			2,743
Other income (expense)		1,168			(2,016	)
Income before taxes		20,904			35,449
Income tax expense		(7,684	)		(13,435	)
Net income	$	13,220		$	22,014
Weighted average number of common shares and equivalents:
Basic		44,139			44,465
Diluted		48,377			51,689
Basic income per share	$	0.30		$	0.50
Diluted income per share	$	0.27		$	0.44
Dividends declared per share	$	0.05		$	0.05

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

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BELDEN INC.
CONSOLIDATED CASH FLOW STATEMENTS
(Unaudited)

	Three Months			Three Months
	Ended			Ended
	March 30, 2008			March 25, 2007
	(In thousands)
Cash flows from operating activities:
Net income	$	13,220		$	22,014
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		13,758			8,541
Share-based compensation		3,287			1,760
Provision for excess and obsolete inventories		1,660			2,786
Asset impairment		11,549			1,392
Loss on disposal of tangible assets		884			—
Pension funding in excess of pension expense		(2,650	)		(2,005	)
Excess tax benefits related to share-based compensation		(895	)		(5,370	)
Changes in operating assets and liabilities, net of the effects of currency exchange rate changes and business acquisitions and disposals:
Receivables		1,091			(11,928	)
Inventories		(3,927	)		8,129
Accounts payable and accrued liabilities		(8,709	)		11,416
Income taxes		8,145			7,918
Other assets and liabilities, net		(6,721	)		(5,038	)
Net cash provided by operating activities		30,692			39,615
Cash flows from investing activities:
Proceeds from disposal of tangible assets		39,140			6,911
Capital expenditures		(6,905	)		(11,415	)
Cash used for other investing activities		(61	)		—
Net cash provided by (used for) investing activities		32,174			(4,504	)
Cash flows from financing activities:
Proceeds from exercise of stock options		4,300			24,584
Excess tax benefits related to share-based compensation		895			5,370
Payments under share repurchase program		(36,298	)		—
Cash dividends paid		(2,251	)		(2,264	)
Proceeds received under borrowing arrangements		—			475,000
Payments under borrowing arrangements		—			(187,000	)
Debt issuance costs		—			(9,524	)
Net cash provided by (used for) financing activities		(33,354	)		306,166
Effect of foreign currency exchange rate changes on cash and cash equivalents		7,366			7,102
Increase in cash and cash equivalents		36,878			348,379
Cash and cash equivalents, beginning of period		159,964			254,151
Cash and cash equivalents, end of period	$	196,842		$	602,530

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

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BELDEN INC.
CONSOLIDATED STOCKHOLDERS’ EQUITY STATEMENTS
THREE MONTHS ENDED MARCH 30, 2008 AND MARCH 25, 2007
(Unaudited)

																	Accumulated Other
																	Comprehensive Income (Loss)
																	Translation		Pension and
	Common Stock				Paid-In			Retained			Treasury Stock						Component		Postretirement
	Shares		Amount		Capital			Earnings			Shares			Amount			of Equity		Liability			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									22,014														22,014
Foreign currency translation																		5,070					5,070
Comprehensive income																							27,084
Exercise of stock options						24,584						810											24,584
Share-based compensation, net of tax withholding forfeitures						7,651						(6	)		(313	)							7,338
Adoption of FIN No. 48									2,684														2,684
Dividends ($.05 per share)									(2,264	)													(2,264	)
Balance at March 25, 2007		50,335	$	503	$	623,651		$	370,503			(5,380	)	$	(111,413	)	$	49,911	$	(29,828	)	$	903,327
Balance at December 31, 2007		50,335	$	503	$	638,690		$	478,776			(5,742	)	$	(138,504	)	$	108,720	$	(15,522	)	$	1,072,663
Net income									13,220														13,220
Foreign currency translation																		60,777					60,777
Comprehensive income																							73,997
Exercise of stock options, net of tax withholding forfeitures						1,256						148			3,036								4,292
Release of restricted stock, net of tax withholding forfeitures						(1,611	)					50			729								(882	)
Share-based compensation						4,189																	4,189
Share repurchase program												(900	)		(36,298	)							(36,298	)
Dividends ($0.05 per share)									(2,206	)													(2,206	)
Balance at March 30, 2008		50,335	$	503	$	642,524		$	489,790			(6,444	)	$	(171,037	)	$	169,497	$	(15,522	)	$	1,115,755

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. 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, 2007:

• 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 2007 Annual Report on Form 10-K.

Business Description

We design, manufacture, and market signal transmission solutions, including cable, connectivity and active components for mission-critical applications in markets ranging from industrial automation to data centers, broadcast studios, and aerospace.

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 three months ended March 30, 2008 and March 25, 2007 include 90 and 84 calendar days, respectively.

Reclassifications

We have made certain reclassifications to the 2007 Consolidated Financial Statements with no impact to reported net income in order to conform to the 2008 presentation.

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,

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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.

At March 30, 2008, we were party to unused bank guaranties, unused standby letters of credit, and surety bonds totaling $7.4 million, $6.1 million, and $2.6 million, respectively.

Current-Year Adoption of Accounting Pronouncements

On January 1, 2008, we adopted 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 following generally accepted accounting principles. However, the definition of fair value in SFAS No. 157 may affect assumptions used by companies in determining fair value. Adoption of SFAS No. 157 did not have a material impact on our operating results, cash flows and financial condition.

On January 1, 2008, we adopted 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. Adoption of SFAS No. 159 did not have a material impact on our operating results, cash flows and financial condition as we elected not to use the fair value measurement option on our financial instruments and other applicable items.

Pending Adoption of Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations, which replaces SFAS No. 141 and retains the fundamental requirements in SFAS No. 141, including that the purchase method be used for all business combinations and for an acquirer to be identified for each business combination. This standard defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control instead of the date that the consideration is transferred. SFAS No. 141(R) requires an acquirer in a business combination to recognize the assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions. It also requires the recognition of assets acquired and liabilities assumed arising from certain contractual contingencies as of the acquisition date, measured at their acquisition-date fair values. SFAS No. 141(R) becomes effective for us for any business combination with an acquisition date on or after January 1, 2009. We are currently evaluating the potential impact of SFAS No. 141(R) on our operating results, cash flows and financial condition.

Note 2: Acquisitions

During 2007, we completed three acquisitions. We acquired Hirschmann Automation and Control GmbH (Hirschmann) on March 26, 2007 for $258.0 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 $214.4 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 purchased the assets of Lumberg Automation Components (Lumberg Automation) for $117.5 million. Lumberg

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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, Middle East and Africa (EMEA) segment, and LTK is included in the Asia Pacific segment.

All three acquisitions were cash transactions and were valued in total at $589.9 million, including transaction costs. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed (in thousands).

Current assets	$	235,092
Property, plant and equipment		96,243
Goodwill		375,814
Intangible assets		88,629
Other assets		29,014
Assets acquired		824,792
Liabilities assumed		234,915
Net assets acquired	$	589,877

The allocation above differs from our allocation as of December 31, 2007 primarily due to the following adjustments, which all impacted goodwill:

• a $13.9 million decrease in the estimated fair value of property, plant and equipment;

• a $23.9 million accrual for restructuring costs related to finalizing certain plans to realign portions of the acquired businesses;

• a $4.3 million accrual for unfavorable lease agreements and service provider contracts; and

• a $4.5 million increase to current deferred tax assets, and a $10.6 million decrease to long-term deferred tax liabilities related to the adjustments described above.

The above purchase price allocation related to Lumberg Automation is preliminary and is subject to revision as more detailed analyses are completed and additional information becomes available related to restructuring costs and the fair value of certain assets. Management expects to complete its restructuring plans and fair value analyses during the second quarter of 2008. Any change in the fair value of the acquired net assets, any restructuring costs, and resolution of income tax uncertainties will change the amount of the purchase price allocable to goodwill.

Note 3: Operating Segments

We conduct our operations through four reported operating segments—Belden Americas, Specialty Products, EMEA, and Asia Pacific.

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.

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	Belden		Specialty					Asia
	Americas		Products			EMEA		Pacific		F&A			Eliminations			Total
	(In thousands)
Three Months Ended March 30, 2008
Total assets	$	356,539	$	197,586		$	1,531,860	$	366,685	$	1,065,033		$	(1,385,235	)	$	2,132,468
External customer revenues		186,278		53,432			184,563		87,553		—			—			511,826
Affiliate revenues		19,828		18,345			6,056		—		—			(44,229	)		—
Operating income (loss)		31,281		(7,082	)		16,909		8,897		(13,896	)		(9,511	)		26,598
Three Months Ended March 25, 2007
Total assets	$	388,806	$	213,079		$	1,132,565	$	28,728	$	916,812		$	(966,440	)	$	1,713,550
External customer revenues		186,298		56,653			81,948		11,804		—			—			336,703
Affiliate revenues		11,278		12,423			2,708		—		—			(26,409	)		—
Operating income (loss)		34,308		10,315			3,802		1,527		(7,940	)		(4,764	)		37,248

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

	Three Months Ended
	March 30, 2008			March 25, 2007
	(In thousands)
Operating income	$	26,598		$	37,248
Interest expense		(7,819	)		(2,526	)
Interest income		957			2,743
Other income (expense)		1,168			(2,016	)
Income before taxes	$	20,904		$	35,449

Note 4: Income per Share

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

	March 30,		March 25,
Three Months Ended	2008		2007
	(in thousands, except per share amounts)
Numerator for basic income per share:
Net income	$	13,220	$	22,014
Numerator for diluted income per share:
Net income		13,220		22,014
Tax-effected interest expense on convertible subordinated debentures		—		678
Adjusted net income	$	13,220	$	22,692
Denominator:
Denominator for basic income per share—weighted average shares		44,139		44,465
Effect of dilutive common stock equivalents		4,238		7,224
Denominator for diluted income per share—adjusted weighted average shares		48,377		51,689

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Note 5: Inventories

The major classes of inventories were as follows:

	March 30,			December 31,
	2008			2007
	(In thousands)
Raw materials	$	82,511		$	78,847
Work-in-process		58,188			57,562
Finished goods		139,123			136,305
Perishable tooling and supplies		4,489			4,355
Gross inventories		284,311			277,069
Obsolescence and other reserves		(21,624	)		(19,529	)
Net inventories	$	262,687		$	257,540

Note 6: Long-Lived Assets

Disposals

In March 2008, we sold and leased back under a normal sale-leaseback certain Belden Americas segment real estate in Mexico. The sales price was $25.0 million, and we recognized a loss of $0.9 million on the transaction. The lease term is 15 years with an option to renew up to an additional 10 years. Of the $25.0 million sales price, $24.0 million was received in the first quarter of 2008. The remaining $1.0 million was received in the second quarter of 2008.

In January 2008, we sold our assembly operation in the Czech Republic for $8.2 million. We did not recognize a significant gain or loss on the transaction.

During the first quarter of 2007, we sold certain Belden Americas segment real estate and equipment in South Carolina and Vermont for $6.7 million cash. We did not recognize a significant gain or loss on these transactions.

Impairments

During the first quarter of 2008, we recognized an impairment loss of $7.3 million in the operating results of our Specialty Products segment due to the decision to close our manufacturing facility in Manchester, Connecticut. We also recognized impairment losses of $3.8 million and $0.4 million in the operating results of our Specialty Products and Belden Americas segments, respectively, related to our decision to consolidate capacity and dispose of excess machinery and equipment.

During the first quarter of 2007, we determined that certain asset groups related to our plants in the Czech Republic and the Netherlands were impaired due to product portfolio management and product sourcing actions. We estimated the fair market value of these long-lived assets based upon anticipated net proceeds from their eventual sale and recognized an impairment loss of $1.4 million in the operating results of our EMEA segment.

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Depreciation and Amortization Expense

We recognized depreciation expense of $11.2 million and $7.8 million in the three-month periods ended March 30, 2008 and March 25, 2007, respectively.

We recognized amortization expense related to our intangible assets of $2.6 million and $0.7 million in the three-month periods ended March 30, 2008 and March 25, 2007, respectively.

Note 7: Restructuring Activities

EMEA Restructuring

In the first quarter of 2008, we finalized certain plans to realign our EMEA operations in order to consolidate manufacturing capacity. We recognized $28.7 million of restructuring costs related to these realignment plans, including $23.9 million that was accounted for through purchase accounting and $4.8 million that was charged to the statement of operations. We expect to incur additional restructuring charges in 2008 of approximately $2 million related to these realignment plans. In prior years, we announced various decisions to restructure certain EMEA operations in an effort to reduce manufacturing floor space and overhead, starting with the closures of a manufacturing facility in Sweden and sales offices in the United Kingdom and Germany, as well as product portfolio actions in the Czech Republic and the Netherlands. We do not expect to recognize additional costs related to these prior year restructuring activities.

Voluntary Separation Program

In 2007, we announced a voluntary separation program primarily for associates in the United States who are at least 50 years of age and have 10 years of service with the Company. We recognized $6.5 million of severance costs ($3.5 million in SG&A expenses and $3.0 million in cost of sales) in the first quarter of 2008. Severance costs of $3.5 million, $2.4 million, and $0.6 million were recognized by the Belden Americas segment, the Specialty Products segment and F&A, respectively. To date, we have recognized severance costs totaling $7.2 million related to these activities. We do not expect to recognize additional costs related to this program.

Reduction in Force

Beginning in 2006, we identified certain positions throughout the organization for elimination in an effort to reduce production, selling, and administration costs. In the first quarter of 2008, we recognized severance costs totaling $0.6 million ($0.4 million in cost of sales and $0.2 million in SG&A expenses) related to North America position eliminations in the Specialty Products segment. To date, we have recognized severance costs totaling $4.8 million related to these activities. We do not expect to recognize additional costs related to these restructuring activities.

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The following table sets forth restructuring activity that occurred during the three months ended March 30, 2008:

							Voluntary
	EMEA			Reduction			Separation
(In thousands)	Restructuring			in Force			Program
Balance at December 31, 2007	$	759		$	967		$	707
New charges		4,826			612			6,479
Purchase accounting		23,850			—			—
Cash payments		(45	)		(188	)		(209	)
Foreign currency translation		4,040			4			—
Other adjustments		—			(18	)		—
Balance at March 30, 2008	$	33,430		$	1,377		$	6,977

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

Note 8: Long-Term Debt and Other Borrowing Arrangements

Senior Subordinated Notes

In 2007, we completed an 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.

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 the principal amount in cash 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 following conditions: (1) the closing sale price of our common stock is at least 110% of the conversion price for a minimum of 20 days in the 30 trading-day period ending on the trading day prior to surrender; (2) the senior implied rating assigned to us by Moody’s Investors Service, Inc. is downgraded to B2 or below and the corporate credit rating assigned to us by Standard & Poor’s is downgraded to B or below; (3) we have called the debentures for redemption; or, (4) upon the occurrence of certain corporate transactions as specified in the indenture. As of March 30, 2008, condition (1) 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 March 30, 2008, the debentures are convertible into cash of $110.0 million and approximately 3.1 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.

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Interest of 4.0% is payable semiannually in arrears, on January 15 and July 15. The debentures mature on July 15, 2023, if not previously redeemed.

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 Statements of Operations. The redemption was made with cash on hand.

Senior Secured Credit Facility

We have a senior secured credit facility with a $350.0 million commitment. The facility matures in 2011, has a variable interest rate based on LIBOR and is secured by our overall cash flow and certain of our assets in the United States. The facility contains certain financial covenants, including maintenance of maximum leverage and minimum fixed charge coverage ratios, with which we are required to comply. At March 30, 2008, there were no outstanding borrowings under the facility, we had $346.8 million in available borrowing capacity, and we were in compliance with the covenants required by the facility.

Note 9: Income Taxes

Tax expense of $7.7 million for the three months ended March 30, 2008 resulted from income before taxes of $20.9 million. The difference between the effective rate reflected in the provision for income taxes on income before taxes and the amount determined by applying the applicable statutory United States tax rate for the three months ended March 30, 2008 is analyzed below:

Three Months Ended March 30, 2008	Amount			Rate
	(in thousands, except rate data)
United States federal statutory rate	$	7,317			35.0	%
State and local income taxes		50			0.2
Decrease in deferred tax asset valuation allowance		(641	)		(3.0	)
Increase in uncertain tax positions		58			0.3
Effect of foreign tax rate changes on deferred taxes		1,974			9.4
Foreign income tax rate differences and other, net		(1,074	)		(5.1	)
Total tax expense	$	7,684			36.8	%

In the first quarter of 2008, we recorded a net increase to income tax expense to reflect the impact of changes to statutory tax rates in several foreign jurisdictions. Income tax expense increased by $2.0 million due to the application of the new statutory rates to deferred tax balances in Germany, Italy, Denmark and China.

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Note 10: Pension and Other Postretirement Obligations

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

	Pension Obligations						Other Postretirement Obligations
	March 30,			March 25,			March 30,			March 25,
Three Months Ended	2008			2007			2008			2007
	(In thousands)
Service cost	$	1,400		$	1,494		$	35		$	167
Interest cost		3,229			2,429			653			586
Expected return on plan assets		(3,170	)		(3,119	)		—			—
Amortization of prior service cost		4			4			(54	)		(27	)
Net loss recognition		323			483			171			153
Net periodic benefit cost	$	1,786		$	1,291		$	805		$	879

Note 11: Share Repurchases

In 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. In the first quarter of 2008, we repurchased 899,714 shares of our common stock at an aggregate cost of $36.3 million, an average price per share of $40.34. Through March 30, 2008, we have repurchased 1,576,514 shares of our common stock at an aggregate cost of $68.0 million resulting in $32.0 million remaining under this share repurchase program.

Note 12: Supplemental Guarantor Information

In 2007, Belden Inc. (the Issuer) issued $350.0 million aggregate principal amount of 7.0% senior subordinated notes due 2017. 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. 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.

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Supplemental Condensed Consolidating Balance Sheets

	March 30, 2008
						Non-
			Guarantor			Guarantor
	Issuer		Subsidiaries			Subsidiaries		Eliminations			Total
						(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	36,185		$	160,657	$	—		$	196,842
Receivables, net		7		92,574			278,301		—			370,882
Inventories, net		—		124,406			138,281		—			262,687
Deferred income taxes		—		(6,509	)		35,440		—			28,931
Other current assets		1,148		4,602			11,563		—			17,313
Total current assets		1,155		251,258			624,242		—			876,655
Property, plant and equipment, less accumulated depreciation		—		119,734			208,782		—			328,516
Goodwill		—		248,936			455,463		—			704,399
Intangible assets, less accumulated amortization		—		53,523			103,961		—			157,484
Investment in subsidiaries		1,070,164		659,858			—		(1,730,022	)		—
Other long-lived assets		7,352		5,840			52,222		—			65,414
	$	1,078,671	$	1,339,149		$	1,444,670	$	(1,730,022	)	$	2,132,468
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	5,450	$	131,199		$	239,044	$	—		$	375,693
Current maturities of long-term debt		110,000		—			—		—			110,000
Total current liabilities		115,450		131,199			239,044		—			485,693
Long-term debt		350,000		—			—		—			350,000
Postretirement benefits		—		17,616			85,771		—			103,387
Deferred income taxes		—		41,932			22,143		—			64,075
Other long-term liabilities		5,212		3,403			4,943		—			13,558
Intercompany accounts		95,804		(387,447	)		291,643		—			—
Total stockholders’ equity		512,205		1,532,446			801,126		(1,730,022	)		1,115,755
	$	1,078,671	$	1,339,149		$	1,444,670	$	(1,730,022	)	$	2,132,468

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	December 31, 2007
							Non-
				Guarantor			Guarantor
	Issuer			Subsidiaries			Subsidiaries		Eliminations			Total
							(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	13,947		$	146,017	$	—		$	159,964
Receivables, net		—			100,091			273,017		—			373,108
Inventories, net		—			119,585			137,955		—			257,540
Deferred income taxes		—			(6,509	)		35,087		—			28,578
Other current assets		1,986			4,910			10,496		—			17,392
Total current assets		1,986			232,024			602,572		—			836,582
Property, plant and equipment, less accumulated depreciation		—			133,882			235,921		—			369,803
Goodwill		—			248,604			400,278		—			648,882
Intangible assets, less accumulated amortization		—			54,019			100,767		—			154,786
Investment in subsidiaries		923,888			647,642			—		(1,571,530	)		—
Other long-lived assets		7,709			5,547			45,540		—			58,796
	$	933,583		$	1,321,718		$	1,385,078	$	(1,571,530	)	$	2,068,849
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	14,418		$	123,226		$	212,403	$	—		$	350,047
Current maturities of long-term debt		110,000			—			—		—			110,000
Total current liabilities		124,418			123,226			212,403		—			460,047
Long-term debt		350,000			—			—		—			350,000
Postretirement benefits		—			15,486			82,598		—			98,084
Deferred income taxes		—			41,932			36,208		—			78,140
Other long-term liabilities		5,250			2,597			2,068		—			9,915
Intercompany accounts		(79,093	)		(246,038	)		325,131		—			—
Total stockholders’ equity		533,008			1,384,515			726,670		(1,571,530	)		1,072,663
	$	933,583		$	1,321,718		$	1,385,078	$	(1,571,530	)	$	2,068,849

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Supplemental Condensed Consolidating Statements of Operations

	Three Months Ended March 30, 2008
							Non-
				Guarantor			Guarantor
	Issuer			Subsidiaries			Subsidiaries			Eliminations			Total
							(In thousands)
Revenues	$	—		$	237,400		$	325,201		$	(50,775	)	$	511,826
Cost of sales		—			(173,430	)		(243,354	)		50,775			(366,009	)
Gross profit		—			63,970			81,847			—			145,817
Selling, general and administrative expenses		(11	)		(40,531	)		(57,173	)		—			(97,715	)
Research and development		—			(1,767	)		(7,304	)		—			(9,071	)
Loss on sale of assets		—			—			(884	)		—			(884	)
Asset impairment		—			(11,549	)		—			—			(11,549	)
Operating income (loss)		(11	)		10,123			16,486			—			26,598
Interest expense		(8,121	)		6			296			—			(7,819	)
Interest income		—			163			794			—			957
Other income		—			—			1,168			—			1,168
Intercompany income (expense)		3,802			(4,609	)		807			—			—
Income (loss) from equity investment in subsidiaries		16,034			12,221			—			(28,255	)		—
Income (loss) before taxes		11,704			17,904			19,551			(28,255	)		20,904
Income tax benefit (expense)		1,516			(1,870	)		(7,330	)		—			(7,684	)
Net income (loss)	$	13,220		$	16,034		$	12,221		$	(28,255	)	$	13,220

	Three Months Ended March 25, 2007
							Non-
				Guarantor			Guarantor
	Issuer			Subsidiaries			Subsidiaries			Eliminations			Total
							(In thousands)
Revenues	$	—		$	227,931		$	154,321		$	(45,549	)	$	336,703
Cost of sales		—			(168,159	)		(123,404	)		45,549			(246,014	)
Gross profit		—			59,772			30,917			—			90,689
Selling, general and administrative expenses		(29	)		(33,518	)		(18,356	)		—			(51,903	)
Research and development		—			(146	)		—			—			(146	)
Asset impairment		—			—			(1,392	)		—			(1,392	)
Operating income (loss)		(29	)		26,108			11,169			—			37,248
Interest expense		(1,935	)		(593	)		2			—			(2,526	)
Interest income		—			2,087			656			—			2,743
Other expense		—			(2,016	)		—			—			(2,016	)
Intercompany income (expense)		1,481			(939	)		(542	)		—			—
Income (loss) from equity investment in subsidiaries		21,391			7,328			—			(28,719	)		—
Income (loss) before taxes		20,908			31,975			11,285			(28,719	)		35,449
Income tax benefit (expense)		1,106			(10,584	)		(3,957	)		—			(13,435	)
Net income (loss)	$	22,014		$	21,391		$	7,328		$	(28,719	)	$	22,014

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Supplemental Condensed Consolidating Statements of Cash Flows

	Three Months Ended March 30, 2008
							Non-
				Guarantor			Guarantor
	Issuer			Subsidiaries			Subsidiaries			Eliminations		Total
							(In thousands)
Net cash provided by (used in) operating activities	$	163,596		$	(106,944	)	$	(25,960	)	$	—	$	30,692
Cash flows from investing activities:
Proceeds from disposal of tangible assets		—			20			39,120			—		39,140
Capital expenditures		—			(1,080	)		(5,825	)		—		(6,905	)
Cash used for other investing activities		—			—			(61	)		—		(61	)
Net cash provided by (used for) investing activities		—			(1,060	)		33,234			—		32,174
Cash flows from financing activities:
Proceeds from exercises of stock options		4,300			—			—			—		4,300
Excess tax benefits related to share-based payments		895			—			—			—		895
Payments under share repurchase program		(36,298	)		—			—			—		(36,298	)
Cash dividends paid		(2,251	)		—			—			—		(2,251	)
Intercompany capital contributions		(130,242	)		130,242			—			—		—
Net cash provided by (used for) financing activities		(163,596	)		130,242			—			—		(33,354	)
Effect of currency exchange rate changes on cash and cash equivalents		—			—			7,366			—		7,366
Increase in cash and cash equivalents		—			22,238			14,640			—		36,878
Cash and cash equivalents, beginning of period		—			13,947			146,017			—		159,964
Cash and cash equivalents, end of period	$	—		$	36,185		$	160,657		$	—	$	196,842

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	Three Months Ended March 25, 2007
							Non-
				Guarantor			Guarantor
	Issuer			Subsidiaries			Subsidiaries			Eliminations		Total
	(In thousands)
Net cash provided by (used in) operating activities	$	(368,166	)	$	220,253		$	187,528		$	—	$	39,615
Cash flows from investing activities:
Proceeds from disposal of tangible assets		—			6,724			187			—		6,911
Capital expenditures		—			(9,562	)		(1,853	)		—		(11,415	)
Net cash used for investing activities		—			(2,838	)		(1,666	)		—		(4,504	)
Cash flows from financing activities:
Proceeds received under borrowing arrangements		475,000			—			—			—		475,000
Payments under borrowing arrangements		(125,000	)		(62,000	)		—			—		(187,000	)
Cash dividends paid		(2,264	)		—			—			—		(2,264	)
Debt issuance costs		(9,524	)		—			—			—		(9,524	)
Proceeds from exercise of stock options		24,584			—			—			—		24,584
Excess tax benefits related to share-based compensation		5,370			—			—			—		5,370
Intercompany capital contributions		—			(231,127	)		231,127			—		—
Net cash provided by (used for) financing activities		368,166			(293,127	)		231,127			—		306,166
Effect of currency exchange rate changes on cash and cash equivalents		—			—			7,102			—		7,102
Increase (decrease) in cash and cash equivalents		—			(75,712	)		424,091			—		348,379
Cash and cash equivalents, beginning of period		—			136,613			117,538			—		254,151
Cash and cash equivalents, end of period	$	—		$	60,901		$	541,629		$	—	$	602,530

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

Overview

We design, manufacture, and market signal transmission solutions, including cable, connectivity and active components for mission-critical applications in markets ranging from industrial automation to data centers, broadcast studios, and aerospace.

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

Trends and Events

The following trends and events arising during 2008 have had varying effects on our financial condition, results of operations and cash flows.

Capitalization

In 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. In the first quarter of 2008, we repurchased 899,714 shares of our common stock at an aggregate cost of $36.3 million, an average price per share of $40.34. Through March 30, 2008, we have repurchased 1,576,514 shares of our common stock at an aggregate cost of $68.0 million resulting in $32.0 million remaining under this share repurchase program.

Restructuring Activities

In the first quarter of 2008, we finalized certain plans to realign our EMEA operations in order to consolidate manufacturing capacity. We recognized $28.7 million of restructuring costs related to these realignment plans, including $23.9 million that was accounted for through purchase accounting and $4.8 million that was charged to the statement of operations. We expect to incur additional restructuring charges in 2008 of approximately $2 million related to these realignment plans.

At the end of 2007, we initiated a voluntary separation program primarily for associates in the United States who are at least 50 years of age and have 10 years of service with the Company. As a result of the voluntary separation program, we recognized severance costs in the three-month period ended March 30, 2008 of $6.5 million. We do not expect to recognize additional costs related to this program.

Beginning in 2006, we identified certain positions throughout the organization for elimination in an effort to reduce production, selling, and administration costs. In the first quarter of 2008, we recognized severance costs totaling $0.6 million related to North America position eliminations in the Specialty Products segment.

We also expect to recognize a pension plan settlement loss of approximately $2 million during 2008 related to previous restructuring activities in Canada.

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 March 30, 2008, the total unrecognized

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compensation cost related to all nonvested awards was $27.6 million. That cost is expected to be recognized over a weighted-average period of 2.1 years.

Off-Balance Sheet Arrangements

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

Adoption of Recent Accounting Pronouncements

Discussion regarding our adoption of recent accounting pronouncements is included in Note 1 to the Consolidated Financial Statements.

Critical Accounting Policies

During the three months ended March 30, 2008:

• We did not change any of our existing critical accounting policies from those listed in our 2007 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.

Results of Operations

Consolidated Continuing Operations

	Three Months Ended				%
	March 30, 2008		March 25, 2007		Change
	(in thousands, except percentages)
Revenues	$	511,826	$	336,703		52.0	%
Gross profit		145,817		90,689		60.8	%
Selling, general and administrative expenses		97,715		51,903		88.3	%
Research and development		9,071		146		6113.0	%
Operating income		26,598		37,248		-28.6	%
Income before taxes		20,904		35,449		-41.0	%
Net income		13,220		22,014		-39.9	%

Revenues increased in the three-month period ended March 30, 2008 from the comparable period in 2007 primarily for the following reasons:

• The three acquisitions in the second quarter of 2007 contributed revenues of $167.0 million in the three-month period ended March 30, 2008 and contributed approximately 50 percentage points to the revenue increase. Lost sales from the disposal of our assembly and telecommunications cable operations in the Czech Republic represented a 3 percentage point decrease.

• Favorable currency translation contributed approximately 4 percentage points to the revenue increase in the three-month period ended March 30, 2008.

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• For the three-month period ended March 30, 2008, organic revenue growth accounted for approximately 1 percentage point of the revenue increase. The revenue growth resulted from increased selling prices and favorable product mix, partially offset by a decrease in unit sales, which primarily resulted from lower demand in the United States.

Gross profit increased in the three-month period ended March 30, 2008 from the comparable period in 2007 primarily due to the increases in revenue as discussed above including an increase in gross profit of $57.7 million from the three acquisitions in the second quarter of 2007.

Selling, general and administrative (SG&A) expenses increased in the three-month period ended March 30, 2008 primarily for the following reasons:

• The three acquisitions in the second quarter of 2007 incurred $32.7 million of SG&A expenses in the three-month period ended March 30, 2008.

• We recognized more severance costs in the three-month period ended March 30, 2008 compared to the same period of 2007 by $5.9 million. Severance costs recognized in the three-month period ended March 30, 2008 primarily related to the Voluntary Separation Program. Severance costs recognized in the three-month period ended March 25, 2007 primarily related to Reduction in Force restructuring actions.

• Excluding the impact of the three acquisitions, we recognized share-based compensation costs in the three-month period ended March 30, 2008 that exceeded those recognized in the comparable period of 2007 by $1.2 million primarily due to incremental expense from the annual equity awards made in February 2008.

Beginning in the first quarter of 2008, we are separately disclosing research and development costs, which increased in the three-month period ended March 30, 2008 primarily due to the three acquisitions in the second quarter of 2007.

During the three-month period ended March 30, 2008, we sold and leased back certain Belden Americas segment real estate in Mexico. The sales price was $25.0 million, and we recognized a loss of $0.9 million on the transaction.

During the three-month period ended March 30, 2008, we recognized an impairment loss of $7.3 million in the operating results of our Specialty Products segment due to the decision to close our manufacturing facility in Manchester, Connecticut. We also recognized impairment losses of $3.8 million and $0.4 million in the operating results of our Specialty Products and Belden Americas segments, respectively, related to our decision to consolidate capacity and dispose of excess machinery and equipment.

During the three-month period ended March 25, 2007, we determined that certain asset groups related to our plants in the Czech Republic and the Netherlands were impaired due to product portfolio management and product sourcing actions. We estimated the fair market value of these long-lived assets based upon anticipated net proceeds from their eventual sale and recognized an impairment loss of $1.4 million in the operating results of our EMEA segment.

Operating income decreased in the three-month period ended March 30, 2008 from the comparable period in 2007 primarily due to increases in asset impairment charges, severance and other restructuring costs, and losses on sales of assets.

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Income before taxes decreased in the three-month period ended March 30, 2008 from the comparable period in 2007 due to lower operating income and higher interest expense, which is a result of the March 2007 issuance of 7.0% senior subordinated notes with an aggregate principal amount of $350.0 million.

The effective tax rate was lower in 2008 due to the geographic mix of pretax income, partially offset by a discrete tax charge resulting from the enactment of tax rate changes affecting the operations of the companies we acquired in 2007. Net income decreased in the three-month period ended March 30, 2008 from the comparable period in 2007 due to lower pretax income partially offset by lower income tax expense.

Belden Americas Segment

	Three Months Ended						%
	March 30, 2008			March 25, 2007			Change
	(in thousands, except percentages)
Total revenues	$	206,106		$	197,576			4.3	%
Operating income		31,281			34,308			-8.8	%
as a percent of total revenues		15.2	%		17.4	%

Belden Americas total revenues, which include affiliate revenues, increased in the three-month period ended March 30, 2008 from the comparable period in 2007 primarily due to increased affiliate sales. Revenues from external customers were flat year over year as higher selling prices, favorable mix and favorable foreign currency translation on international revenues was offset by lower volume. Lower demand in the United States contributed to the lower volume as approximately 75% of the segment’s revenues are generated from customers in the United States. Operating income decreased in the three-month period ended March 30, 2008 from the comparable period in 2007 primarily due to a $2.6 million increase in severance costs driven by the Voluntary Separation Program. Operating income also decreased in the three-month period ended March 30, 2008 due to a $0.9 million loss on the sale of real estate, and a $0.4 million asset impairment charge.

Specialty Products Segment

	Three Months Ended						%
	March 30, 2008			March 25, 2007			Change
	(in thousands, except percentages)
Total revenues	$	71,777		$	69,076			3.9	%
Operating income (loss)		(7,082	)		10,315			-168.7	%
as a percent of total revenues		-9.9	%		14.9	%

Specialty Products total revenues, which include affiliate revenues, increased in the three-month period ended March 30, 2008 from the comparable period in 2007 primarily due to increased affiliate revenues as more of the capacity in the Specialty Products segment was used to meet customer demand in our other segments. External customer revenues decreased approximately 6% due to lower unit sales volume, primarily from networking applications. Operating income decreased in the three-month period ended March 30, 2008 from the comparable period in 2007 primarily due to asset impairment charges totaling $11.1 million. The asset impairment charges are due to the decision to close our manufacturing facility in Manchester, Connecticut and our decision to consolidate capacity and dispose of excess machinery and equipment. Operating income also decreased due to recognizing $3.0 million of severance costs primarily related to the Voluntary Separation Program.

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EMEA Segment

	Three Months Ended						%
	March 30, 2008			March 25, 2007			Change
	(in thousands, except percentages)
Total revenues	$	190,619		$	84,656			125.2	%
Operating income		16,909			3,802			344.7	%
as a percent of total revenues		8.9	%		4.5	%

EMEA total revenues, which include affiliate revenues, increased in the three-month period ended March 30, 2008 from the comparable period in 2007 primarily due to the acquisitions of Hirschmann and Lumberg Automation and favorable foreign currency translation partially offset by lost revenues from the disposal of our assembly and telecommunications cable operations in the Czech Republic. In the three-month period ended March 30, 2008, Hirschmann and Lumberg Automation had revenues in total of $101.1 million. Favorable foreign currency translation contributed $9.8 million to the revenue increase as the euro continues to strengthen against the U.S. dollar. Revenues from external customers also increased approximately 3% due to higher unit sales volume and selling prices from Belden branded products.

EMEA operating results improved in the three-month period ended March 30, 2008 primarily due to the acquisitions of Hirschmann and Lumberg Automation, which contributed $13.0 million to the operating income increase, excluding $4.8 million of severance and other restructuring costs related to the integration of the acquired companies. In the three-month period ended March 30, 2008, operating income from Belden branded products was 10.7% of total revenues, up from 6.1% in the prior year period, excluding the $1.4 million impairment charge in the three-month period ended March 25, 2007 related to product portfolio management and product sourcing actions at our plants in the Czech Republic and the Netherlands.

Asia Pacific Segment

	Three Months Ended						%
	March 30, 2008			March 25, 2007			Change
	(in thousands, except percentages)
Total revenues	$	87,553		$	11,804			641.7	%
Operating income		8,897			1,527			482.6	%
as a percent of total revenues		10.2	%		12.9	%

Asia Pacific total revenues increased in the three-month period ended March 30, 2008 from the comparable period of 2007 primarily due to the acquisition of LTK and 78% organic growth from Belden branded products. In the three-month period ended March 30, 2008, LTK had revenues of $66.0 million. In the three-month period ended March 30, 2008, revenues from Belden branded products increased primarily from higher unit sales volume, which were caused by strong demand in the industrial and video, sound and security applications. Operating income increased during the three-month period ended March 30, 2008 from the comparable period of 2007 primarily due to operating income generated from LTK of $6.4 million. Operating income also increased due to the increase in revenues from Belden branded products.

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Liquidity and Capital Resources

Significant factors affecting our cash 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:

	Three Months Ended
	March 30, 2008			March 25, 2007
	(In thousands)
Net cash provided by (used for):
Operating activities	$	30,692		$	39,615
Investing activities		32,174			(4,504	)
Financing activities		(33,354	)		306,166
Effects of currency exchange rate changes on cash and cash equivalents		7,366			7,102
Increase in cash and cash equivalents		36,878			348,379
Cash and cash equivalents, beginning of period		159,964			254,151
Cash and cash equivalents, end of period	$	196,842		$	602,530

Net cash provided by operating activities, a key source of our liquidity, decreased by $8.9 million in the three-month period ended March 30, 2008 from the comparable period in 2007 predominantly due to a decrease in net income and unfavorable changes in working capital balances.

Cash flow related to changes in inventory on-hand was a $3.9 million use of cash in the first three months of 2008 and an $8.1 million source of cash in the first three months of 2007. Inventory turns (defined as annualized cost of sales for the quarter divided by inventories) increased to 5.6 at March 30, 2008 from 5.1 at March 25, 2007 primarily due to higher inventory turns at the companies we acquired in the second quarter of 2007. Even though inventory turns increased year over year, cash flow related to changes in inventory was a use of cash in 2008 compared to a source of cash in 2007 because we depleted our inventory during the first quarter of 2007 to lower than normal levels.

Cash flow related to changes in outstanding accounts payable and accrued liabilities was an $8.7 million use of cash in the first three months of 2008 and a $11.4 million source of cash in the first three months of 2007. 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 73 days at March 30, 2008 and 60 days at March 25, 2007. Even though days payables outstanding increased year over year, cash flow related to changes in accounts payable and accrued liabilities was a use of cash in 2008 compared to a source of cash in 2007 because the increase in accounts payable and accrued liabilities during the first three months of 2008 includes a significant amount of restructuring accruals related to the finalization of certain realignment plans for the acquired companies that are accounted for as investing activities in the cash flow statement. Excluding the impact of these restructuring accruals, accounts payable and accrued liabilities decreased during the first quarter of 2008, resulting in a use of cash.

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Cash flow related to changes in outstanding receivables improved to a $1.1 million source of cash in the first three months of 2008 from an $11.9 million use of cash in the first three months of 2007. Days sales outstanding in receivables (defined as receivables divided by average daily revenues recognized during the period) increased to 65 days at March 30, 2008 from 58 days at March 25, 2007 primarily due to longer collection cycles at the companies we acquired in the second quarter of 2007. Even though days sales outstanding increased year over year, cash flow related to changes in receivables improved because we entered 2008 with a higher receivable balance, which decreased during the first three months of 2008.

Net cash provided by investing activities totaled $32.2 million in the first three months of 2008 as compared to net cash used for investing activities of $4.5 million in the first three months of 2007. Net cash provided by investing activities in the first three months of 2008 included $23.4 million of net proceeds received from the sale of certain real estate in Mexico, $15.0 million received from the sale and collection of a receivable related to our assembly and telecommunications cable operations in the Czech Republic, and $0.7 million received from the collection of a receivable related to our sale of certain real estate in the Netherlands. In the first three months of 2007, we received proceeds totaling $6.9 million related primarily to the sales of our plants in South Carolina and Vermont. The change in cash provided by investing activities is also due to a $4.5 million decrease in capital expenditures in the first three months of 2008 as compared to the first three months of 2007 primarily due to completion of the construction of a plant in Mexico during 2007. Planned capital expenditures for 2008 include the completion of construction of a new manufacturing facility in China. We anticipate that our capital expenditures will be funded with available cash.

Net cash used for financing activities in the first three months of 2008 totaled $33.4 million as compared to cash provided by financing activities of $306.2 million in the first three months of 2007. In the first three months of 2008, we repurchased a total of $36.3 million of our common stock, paid cash dividends of $2.3 million, and received $4.3 million of proceeds from exercises of stock options. In the first three months of 2007, we issued $350.0 million aggregate principal amount of 7.0% senior subordinated notes, received $24.6 million of proceeds from exercises of stock options, repaid $62.0 million of private placement debt, incurred $9.5 million of debt issuance costs, and paid cash dividends of $2.3 million.

Our outstanding debt obligations as of March 30, 2008 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. We may call some or all of these debentures on or after July 21, 2008 for redemption. We currently anticipate that we will call the debentures for redemption and that, as a result, the holders will tender them for conversion. Upon conversion, we are obligated to pay the $110.0 million principal amount of the debentures in cash and to pay any conversion consideration in excess of the principal amount in shares of our common stock.

Additional discussion regarding our various borrowing arrangements is included in Note 8 to the Consolidated Financial Statements.

Forward-Looking Statements

Statements in this report 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;

• Worldwide economic conditions, which could impact demand for our products;

• 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 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 2007 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2008. We disclaim any duty to update any forward-looking statements as a result of new information, future developments, or otherwise.

Item 3: Quantitative and Qualitative Disclosures about Market Risks

Item 7A of our 2007 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, 2007.

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. These proceedings include personal injury cases, about 134 of which we were aware at April 28, 2008, in which we are one of many defendants, 40 of which are scheduled for trial during 2008. Electricians have filed a majority of these cases, primarily in New Jersey and Pennsylvania, generally seeking compensatory, special and punitive damages. Typically in these cases, the claimant alleges injury from alleged exposure to heat-resistant asbestos fiber. Our alleged predecessors had a small number of products that contained the fiber, but ceased production of such products more than 20 years ago. Through April 28, 2008, we have been dismissed, or reached agreement to be dismissed, in approximately 225 similar cases without any going to trial, and with only 20 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, operating results, or cash flows.

Item 1A: Risk Factors

There have been no material changes with respect to risk factors as previously disclosed in our 2007 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 that
					Part of Publicly		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
January 1, 2008 through January 27, 2008		447,700	$	39.90		447,700	$	50,472,000
January 28, 2008 through February 24, 2008		192,014	$	41.85		192,014	$	42,436,000
February 25, 2008 through March 30, 2008		260,000	$	39.99		260,000	$	32,038,000
Total		899,714	$	40.34		899,714	$	32,038,000

⁽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	Executive Employment Agreement with Steven Biegacki.
Exhibit 10.2	Form of Indemnification Agreement with David Aldrich (Director), Mary McLeod (Director) and Steven Biegacki (Officer) — March 1, 2007 10-K, Exhibit 10.39.
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: May 8, 2008	By:	/s/ John S. Stroup
		John S. Stroup
		President, Chief Executive Officer and Director
Date: May 8, 2008	By:	/s/ Gray G. Benoist
		Gray G. Benoist
		Vice President, Finance and Chief Financial Officer
Date: May 8, 2008	By:	/s/ John S. Norman
		John S. Norman
		Controller and Chief Accounting Officer

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EX-10.1

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

     This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is executed as of March 31, 2008 between Belden Inc., a Delaware corporation (the “Company”), and Steven Biegacki (the “Executive”).

W I T N E S S E T H:

     WHEREAS, the Company desires to employ Executive as its Vice President, Global Sales and Marketing; and

     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. Executive shall serve as the Vice President, Global Sales and Marketing of the Company. 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 pay Executive a base salary (the “Base Salary”) at an annual rate of $280,000, 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 increased 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 CASH INCENTIVE. As of the Effective Date, Executive shall be eligible to participate in the Company’s management cash incentive plan and any successor annual cash plans. Executive shall have the opportunity to earn an annual target cash incentive,measured against performance criteria to be determined by the Company’s Board (or a committee thereof).

     5. EQUITY AWARDS.

          (a) BUY-OUT AWARDS.

               (i) The Board or the Compensation Committee (the “Committee”) shall, in accordance with the Company’s standard RSU award form, award Executive as of the Effective Date, restricted stock units (the “Buy-Out RSUs”) equal to the quotient of (A) $290,000 divided by (B) the closing price of Belden stock on the Effective Date. The Buy-Out RSUs shall vest equally in three years, provided that Executive has been continuously employed by the Company through such date for the Buy-Out RSUs to so vest, except as otherwise provided in the award agreement.

          (b) 2008 AWARDS

               (i) The Board or the Committee shall award Executive as of the Effective Date such number of performance share units (the “2008 PSUs”) as equals the quotient of (A) $168,000 divided by (B) the closing price of one share of Belden stock on the Effective Date, in accordance with the Company’s standard PSU award form. Each PSU represents the right to receive between zero and one and one-half (1.5) restricted stock units, depending on attainment of Company performance objectives during calendar year 2008. Each such restricted stock unit represents the right to receive one share of Belden stock, and shall vest equally over two years, except as otherwise provided in the award agreement.

               (ii) The Board or the Committee shall, in accordance with the Company’s standard SAR award form, award Executive as of the Effective Date, such number of stock appreciation rights settled in shares of the Company’s Common Stock (the “2008 SARs”) as equal to the quotient of (A) $168,000 divided by (B) the Black-Scholes value (or other valuation method) of one (1) share of Belden stock on the Effective Date as determined by the Committee or the Board for the valuation of SAR grants to other senior executives during the 2008 fiscal year. The 2008 SARs will be granted with an exercise price equal to the closing price of Belden stock on the Effective Date. The 2008 SARs shall vest and become exercisable in three (3) equal installments on the first, second and third anniversaries of the Effective Date, provided that the Executive has been continuously employed by the Company through each such vesting date for such installment to so vest, except as otherwise provided in the award agreement.

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          (c) LONG-TERM INCENTIVE AWARDS.

               (i) Commencing with annual awards granted to senior executives in 2009, Executive shall be eligible for annual long-term incentive awards throughout the Term under such long-term incentive plans and programs as may be in effect from time to time in accordance with the Company’s compensation practices and the terms and provisions of any such plans or programs; provided, that Executive’s participation in such plans and programs shall be at a level and on terms and conditions consistent with participation by other senior executives of the Company, as the Board or the Committee shall determine in its sole discretion, with due consideration of Executive’s position, awards granted to other senior executives of the Company and competitive compensation data. However, provided that Executive is employed by the Company on the date of grant, Executive shall be granted an annual long-term incentive equity award during the 2009 fiscal year having a value on the grant date of not less than 120% of Base Salary.

               (ii) All long-term incentive awards to Executive shall be granted pursuant to and shall be subject to all of the terms and conditions imposed upon such awards granted under the Plan.

          (d) 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. Executive shall have five (5) years to satisfy the stock ownership guidelines applicable to Executive. As of the Effective Date, the Executive’s annual interim target for share accumulation is 20% after the first year, 40% after the second year, 60% after the third year, and 80% after the fourth year.

     6. EMPLOYEE BENEFITS. As of the Effective Date:

          (a) BENEFIT PLANS. Executive shall be entitled to participate in all employee benefit plans of the Company including, but not limited to, relocation policy, 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 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:

3

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

4

     Prior to any termination by Executive for “Good Reason,” he shall provide the Board not less than thirty (30) nor more than ninety (90) days’ notice, with specificity, of the grounds constituting Good Reason and an opportunity within such notice period for the Company to cure such grounds. The notice shall be given within ninety (90) days following the initial existence of grounds constituting Good Reason for such notice and subsequent termination, if not so cured above, to be effective.

          (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 (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 any 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 cash incentive award earned with respect to any fiscal year ending on or preceding the date of termination, payable when annual cash incentives are paid generally to senior executives for such year;

               (iii) A pro-rated annual cash incentive award for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable annual cash incentive 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 cash incentive award shall be paid when awards 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

5

          (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).

               (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 annual cash incentive earned with respect to any fiscal year ending on or preceding the date of termination, payable when such incentives are paid generally to senior executives for such year;

               (iii) A pro-rated annual cash incentive for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable annual cash incentive 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 annual cash incentive award shall be paid when awards 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 cash incentive, which amount shall be payable to Executive in equal payroll installments over a period of twelve (12) months;

               For purposed of this subparagraph (iv) each installment severance payment to Executive under this subparagraph (iv) shall be treated as a separate payment (within the meaning of Section 409A).

               Provided, anything herein to the contrary notwithstanding, if on the date of termination, Executive is a “specified employee” of the Company (as defined in Treasury Regulation Section 1.409A-l(i)), to the extent that such severance payments (and any

6

other payments and benefits provided in Section 8) constitute a “deferral of compensation” under a “nonqualified deferred compensation plan” under Section 409A and Treasury Regulation Section 1.409A-1, the following provisions shall apply (“Safe Harbor and Postponement”):

               (1) If such payments and benefits are payable on account of Executive’s “involuntary separation from service” (as defined in Treasury Regulation Section 1.409A-l(n)), Executive shall receive such amount of his severance payments during the six (6)-month period immediately following the date of termination as equals the lesser of: (x) such severance payment amount due Executive under Section 8 during such six (6)-month period or (y) two (2)multiplied by the compensation limit in effect under Section 401(a)(17) of the Code, for the calendar year in which the date of termination occurs and as otherwise provided under Treasury Regulation Section 1.409A-l(b)(9)(iii) and shall be entitled to such of his benefits as satisfy the exception under Treasury Regulation Section 1.409A-l(b)(9)(v) (“Limitation Amount”).

               (2) To the extent that, upon such “involuntary separation from service,” the amount of payments and benefits that would have been payable to Executive under Section 8 during the six (6)-month period following the last day of his employment exceeds the Limitation Amount, such excess shall be paid on the first regular payroll date following the expiration of such six (6)-month period.

               (3) If the Company reasonably determines that such employment termination is not such an “involuntary separation from service,” all such payments and benefits that would have been payable to the Executive under Section 8 during the six (6)-month period immediately following the date of termination, but for such determination, shall be paid on the first regular payroll date immediately following the expiration of such six (6)-month period following the date of termination.

               (4) Any payments under this Section 8(c) that are postponed pursuant to the Safe Harbor and Postponement shall accrue interest at an annual rate (compounded monthly) equal to the short-term applicable federal rate (as in effect under Section 1274(d) of the Code on the last day of the Executive’s employment) plus 100 basis points, which interest shall be paid on the first regular payroll date immediately following the expiration of the six (6)-month period following the date of termination.

               (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

7

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;

          (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;

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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 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 annual cash incentive award earned with respect to any fiscal year ending on or preceding the date of termination, payable when awards are paid generally to senior executives for such year;

               (iii) A pro-rated annual cash incentive 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 annual cash incentive award shall be paid when awards are paid generally to senior executives for such year;

9

               (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 annual cash incentive award multiplied by (B) two (2); provided, unless the Change of Control occurring on or preceding such termination also constitutes a 409A Change in Control, the amount payable to Executive under this subparagraph (iv) shall be paid to Executive in equal payroll installments over a period of twenty-four (24) months, not in a lump sum, to the extent necessary to avoid the application of Section 409A(a)(l)(A) and (B);

               (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 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.

               Provided, to the extent applicable under Section 409A as a “deferral of compensation,” and not as a “short-term deferral” under Treasury Regulation Section 1.409A-l(b)(4), the payments and benefits payable to Executive under this Section 10(c) shall be subject to the Safe Harbor and Postponement provided at Section 8(c)(iv).

          (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

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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, 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.

               (iv) Without limiting any earlier payment provided under this Section 10(d), the Gross-Up Payment (or Gross-Up Payments, if applicable) payable to Executive under this Section 10(d) shall be paid to him not later than the last day of Executive’s taxable year following the taxable year in which Executive remits the taxes owed by him that result in the obligation of the Company to pay him such 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.

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     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(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

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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 another 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.

          (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

13

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.

     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:

Mr. Steve Biegacki
601 East Erie Street—Unit 615

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Milwaukee, Wisconsin 53202

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.

     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

15

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 is 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.

          (a) 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 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.

          (b) With regard to any provision herein that provides for reimbursement of expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, other than as excepted under Treas. Reg. §1.409A-3(i)(l)(iv)(B) with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect.

          (c) Without limiting the discretion of either the Company or the Executive to terminate the Executive’s employment hereunder for any reason (or no reason), solely for purposes of compliance with 409A a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a separation from service (within the meaning of Treasury Regulation Section 1.409A-l(h)(applying the 20% default post-separation limit thereunder)) as an employee and, for purposes of any such provision of this Agreement, references to a “termination” or “termination of employment” shall mean separation from service as an employee and such payments shall

16

thereupon be made at or following such separation from service as an employee as provided hereunder.

     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. 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
	John Stroup, President and Chief Executive Officer
By:	/s/ Steven Biegacki
	Steven Biegacki

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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 “Releases”) from, and does fully waive any obligations of Releases 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, effective as of July 16, 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 Releases. 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 officer’s 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 Releases with any government agency or any court.

     3. Executive agrees never to sue Releases 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

A-1

Executive violates this General Release by suing Releases, 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 flaws) 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:                                         , 2008	EXECUTIVE:
	Steven Biegacki

A-2

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.

May 8, 2008

/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.

May 8, 2008

/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 March 30, 2008 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
May 8, 2008

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 March 30, 2008 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
May 8, 2008