<PAGE>

Exhibit 4.4






                                            BELDEN INC.



                                            $200,000,000
                                   Senior Notes Issuable In Series


                                            $75,000,000
                                  6.92% Senior Notes, Series 1997-A,
                                        due August 11, 2009







                                       NOTE PURCHASE AGREEMENT





                                     Dated as of August 1, 1997<PAGE>

<PAGE>






                                             TABLE OF CONTENTS

          Section                                                         Page

          1.   AUTHORIZATION OF NOTES . . . . . . . . . . . . . . . . . .   1
               1.1.  Amount; Establishment of Series.   . . . . . . . . .   1  
               1.2.  The Series 1997-A Notes. . . . . . . . . . . . . . .   2

          2.   SALE AND PURCHASE OF SERIES 1997-A NOTES.  . . . . . . . .   2
          3.   CLOSING  . . . . . . . . . . . . . . . . . . . . . . . . .   3

          4.   CONDITIONS TO CLOSING. . . . . . . . . . . . . . . . . . .   3
               4.1.  Representations and Warranties   . . . . . . . . . .   3
               4.2.  Performance; No Default. . . . . . . . . . . . . . .   3
               4.3.  Compliance Certificates. . . . . . . . . . . . . . .   3
               4.4.  Opinions of Counsel. . . . . . . . . . . . . . . . .   4
               4.5.  Purchase Permitted By Applicable Law, etc  . . . . .   4
               4.6.  Sale of Other Notes. . . . . . . . . . . . . . . . .   4
               4.7.  Payment of Special Counsel Fees. . . . . . . . . . .   4
               4.8.  Private Placement Number . . . . . . . . . . . . . .   5
               4.9.  Changes in Corporate Structure . . . . . . . . . . .   5
               4.10. Belden Wire Guaranty . . . . . . . . . . . . . . . .   5
               4.11. Proceedings and Documents. . . . . . . . . . . . . .   5

           5.REPRESENTATIONS AND WARRANTIES OF THE COMPANY  . . . . . . .   5
               5.1.  Organization; Power and Authority. . . . . . . . . .   5
               5.2.  Authorization, etc . . . . . . . . . . . . . . . . .   6
               5.3.  Disclosure . . . . . . . . . . . . . . . . . . . . .   6
               5.4.  Organization and Ownership of Shares of
                      Subsidiaries; Affiliates  . . . . . . . . . . . . .   7
               5.5.  Financial Statements . . . . . . . . . . . . . . . .   7
               5.6.  Compliance with Laws, Other Instruments, etc . . . .   8
               5.7.  Governmental Authorizations, etc.. . . . . . . . . .   8
               5.8.  Litigation; Observance of Agreements, Statutes 
                      and Orders  . . . . . . . . . . . . . . . . . . . .   8
               5.9.  Taxes  . . . . . . . . . . . . . . . . . . . . . . .   9
               5.10. Title to Property; Leases. . . . . . . . . . . . . .   9
               5.11. Licenses, Permits, etc . . . . . . . . . . . . . . .   9
               5.12. Compliance with ERISA. . . . . . . . . . . . . . . .  10
               5.13. Private Offering by the Company. . . . . . . . . . .  11
               5.14. Use of Proceeds; Margin Regulations. . . . . . . . .  11
               5.15. Existing Indebtedness; Future Liens. . . . . . . . .  11
               5.16. Foreign Assets Control Regulations, etc. . . . . . .  12
               5.17. Status under Certain Statutes. . . . . . . . . . . .  12
               5.18. Environmental Matters. . . . . . . . . . . . . . . .  12
               5.19. Solvency of Belden Wire. . . . . . . . . . . . . . .  13



                                                             i <PAGE>
 






<PAGE>

           6.REPRESENTATIONS OF THE PURCHASERS . . . . . . . . . . . . .  13
               6.1.  Purchase for Investment . . . . . . . . . . . . . .  13
               6.2.  Source of Funds . . . . . . . . . . . . . . . . . .  13

           7.INFORMATION AS TO COMPANY . . . . . . . . . . . . . . . . .  15
               7.1.  Financial and Business Information. . . . . . . . .  15
               7.2.  Officer's Certificate . . . . . . . . . . . . . . .  17
               7.3.  Inspection. . . . . . . . . . . . . . . . . . . . .  18

          8.PREPAYMENT OF THE NOTES. . . . . . . . . . . . . . . . . . .  19
               8.1.  Required Prepayments. . . . . . . . . . . . . . . .  19
               8.2.  Optional Prepayments with Make-Whole Amount . . . .  19
               8.3.  Allocation of Partial Prepayments . . . . . . . . .  19
               8.4.  Maturity; Surrender, etc. . . . . . . . . . . . . .  19
               8.5.  Purchase of Notes . . . . . . . . . . . . . . . . .  20
               8.6.  Make-Whole Amount . . . . . . . . . . . . . . . . .  20
           9.AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . .  21
               9.1.  Compliance with Law . . . . . . . . . . . . . . . .  21
               9.2.  Insurance . . . . . . . . . . . . . . . . . . . . .  22
               9.3.  Maintenance of Properties . . . . . . . . . . . . .  22
               9.4.  Payment of Taxes and Claims . . . . . . . . . . . .  22
               9.5.  Corporate Existence, etc. . . . . . . . . . . . . .  22

          10.NEGATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . .  23
               10.1. Consolidated Indebtedness; Indebtedness of
                      Restricted Subsidiaries. . . . . . . . . . . . . .  23
               10.2. Liens . . . . . . . . . . . . . . . . . . . . . . .  23
               10.3. Sale of Assets  . . . . . . . . . . . . . . . . . .  24
               10.4. Mergers, Consolidations, etc. . . . . . . . . . . .  25
               10.5. Disposition of Stock of Restricted Subsidiaries . .  26
               10.6. Designation of Unrestricted Subsidiaries. . . . . .  27
               10.7. Nature of Business. . . . . . . . . . . . . . . . .  27
               10.8. Transactions with Affiliates. . . . . . . . . . . .  27

          11.EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . .  27

          12.REMEDIES ON DEFAULT, ETC. . . . . . . . . . . . . . . . . .  30
               12.1. Acceleration. . . . . . . . . . . . . . . . . . . .  30
               12.2. Other Remedies. . . . . . . . . . . . . . . . . . .  30
               12.3. Rescission. . . . . . . . . . . . . . . . . . . . .  31
               12.4. No Waivers or Election of Remedies, Expenses, etc .  31

          13.REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES . . . . . . .  31
               13.1. Registration of Notes . . . . . . . . . . . . . . .  31
               13.2. Transfer and Exchange of Notes. . . . . . . . . . .  31
               13.3. Replacement of Notes. . . . . . . . . . . . . . . .  32

          14.PAYMENTS ON NOTES . . . . . . . . . . . . . . . . . . . . .  32
               14.1. Place of Payment. . . . . . . . . . . . . . . . . .  32
               14.2. Home Office Payment . . . . . . . . . . . . . . . .  33

          15.EXPENSES, ETC . . . . . . . . . . . . . . . . . . . . . . .  33
               15.1. Transaction Expenses. . . . . . . . . . . . . . . .  33
               15.2. Survival. . . . . . . . . . . . . . . . . . . . . .  34 

          16.SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT 34

          17.AMENDMENT AND WAIVER  . . . . . . . . . . . . . . . . . . .  34
               17.1. Requirements  . . . . . . . . . . . . . . . . . . .  34

                                          ii <PAGE>

<PAGE>

               17.2. Solicitation of Holders of Notes  . . . . . . . . .  34
               17.3. Binding Effect, etc . . . . . . . . . . . . . . . .  35
               17.4. Notes held by Company, etc. . . . . . . . . . . . .  35

          18.NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . .  35

          19.REPRODUCTION OF DOCUMENTS . . . . . . . . . . . . . . . . .  36

          20.CONFIDENTIAL INFORMATION. . . . . . . . . . . . . . . . . .  36

          21.SUBSTITUTION OF PURCHASER . . . . . . . . . . . . . . . . .  37

          22.MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . .  37
               22.1. Successors and Assigns  . . . . . . . . . . . . . .  37
               22.2. Payments Due on Non-Business Days . . . . . . . . .  38
               22.3. Severability. . . . . . . . . . . . . . . . . . . .  38
               22.4. Construction. . . . . . . . . . . . . . . . . . . .  38
               22.5. Counterparts. . . . . . . . . . . . . . . . . . . .  38
               22.6. Governing Law . . . . . . . . . . . . . . . . . . .  38

          SCHEDULE A         --  Information Relating to Purchasers

          SCHEDULE B         --  Defined Terms
           
          SCHEDULE B-1       --  Existing Investments
           
          SCHEDULE 4.9       --  Changes in Corporate Structure
          
          SCHEDULE 5.3       --  Disclosure Materials

          SCHEDULE 5.4       --  Subsidiaries of the Company and Ownership
                                 of Subsidiary Stock

          SCHEDULE 5.5       --  Financial Statements

          SCHEDULE 5.8       --  Certain Litigation

          SCHEDULE 5.11      --  Licenses, Permits, etc.

          SCHEDULE 5.12(b)   --  Benefit Liabilities

          SCHEDULE 5.14      --  Use of Proceeds

          SCHEDULE 5.15      --  Existing Indebtedness

          SCHEDULE 10.2      --  Existing Liens

          EXHIBIT 1.1-A      --  Form of Senior Note



                                           iii <PAGE>
 


<PAGE>

          EXHIBIT 1.1-B      --  Form of Belden Wire Guaranty
 
          EXHIBIT 1.1-C      --  Form of Supplement

          EXHIBIT 1.2        --  Form of Series 1997-A Senior Note

          EXHIBIT 4.4(a)     --  Form of Opinion of Counsel for the Company

          EXHIBIT 4.4(b)     --  Form of Opinion of Special Counsel for the
                                 Purchasers












































                                                             iv <PAGE>
<PAGE> 

Exhibit 4.4



                                        BELDEN INC.
                                  7701 Forsyth Boulevard
                                        Suite 800
                                   St. Louis, MO  63105
                                     (314) 854-8000
                                   Fax:  (314) 854-8001


                                      $200,000,000
                              Senior Notes Issuable In Series


                                       $75,000,000
                             6.92% Senior Notes, Series 1997-A,
                                   due August 11, 2009

       
                                                   Dated as of August 1, 1997

TO EACH OF THE PURCHASERS LISTED IN
     THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

            BELDEN INC., a Delaware corporation (the "Company"), agrees with 
you as follows:

1.   AUTHORIZATION OF NOTES.

1.1. Amount; Establishment of Series.

            The Company is contemplating the issue and sale of up to 
$200,000,000 aggregate principal amount of its Senior Notes issuable in 
series (the "Notes", such term to include any such Notes issued in 
substitution therefor pursuant to Section 13 of this Agreement).  The Notes 
shall be substantially in the form set out in Exhibit 1.1-A, with such 
changes therefrom, if any, as may be approved by the purchasers of such 
Notes, or series thereof, and the Company.  Certain capitalized terms used 
in this Agreement are defined in Schedule B; references to a "Schedule"
or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit 
attached to this Agreement.  The Notes may be issued in one or more series.  
Each series of Notes will be guaranteed by Belden Wire & Cable Company, a 
Wholly-Owned Subsidiary of the Company and a Delaware corporation ("Belden 
Wire") pursuant to a guaranty in substantially the form of Exhibit 1.1-B, 
with such changes as may be necessary to describe therein the series of
Notes being guaranteed (such guaranty with respect to the Series 1997-A Notes
is herein referred to as the "Belden Wire Guaranty."). Each series of Notes, 
other than the initial series, shall be issued pursuant to a supplement to 
this Agreement (a "Supplement") in substantially the form of Exhibit 1.1-C, 
and shall be subject to the following terms and conditions: 

          (a)  the designation of each series of Notes shall distinguish the 
     Notes of one series from the Notes of all other series;

          (b)  the Notes of each series shall be senior in the sense that 
     they rank pari passu with the Notes of all other series and the 
     Company's other outstanding unsecured Indebtedness that has not been 
     expressly subordinated to any other Indebtedness of the Company; <PAGE>
<PAGE> 


          (c)  each series of Notes shall be dated the date of issue, bear
     interest at such rate or rates, mature on such date or dates, be
     subject to such mandatory prepayments on the dates and with the Make-
     Whole Amounts, if any, as are provided in the Supplement under which
     such Notes are issued, and shall have such additional or different
     conditions precedent to closing and such additional or different
     representations and warranties or other terms and provisions as shall
     be specified in such Supplement; and

          (d)  except to the extent provided in foregoing clauses (a)
     through (c), all of the provisions of this Agreement shall apply to
     the Notes of each series.

The Purchasers of the Series 1997-A Notes need not purchase subsequent
series of Notes.
     
1.2. The Series 1997-A Notes.

          The Company has authorized, as the initial series of Notes
hereunder, the issue and sale of $75,000,000 aggregate principal amount of
Notes to be designated as its 6.92% Senior Notes, Series 1997-A, due August
11, 2009 (the "Series 1997-A Notes", such term to include any such Notes
issued in substitution therefor pursuant to Section 13 of this Agreement). 
The Series 1997-A Notes shall be substantially in the form set out in
Exhibit 1.2, with such changes therefrom, if any, as may be approved by you
and the Other Purchasers and the Company.

2.   SALE AND PURCHASE OF SERIES 1997-A NOTES.

          Subject to the terms and conditions of this Agreement, the
Company will issue and sell to you and each of the other purchasers named
in Schedule A (the "Other Purchasers"), and you and the Other Purchasers
will purchase from the Company, at the Closing provided for in Section 3,
Series 1997-A Notes in the principal amount specified opposite your names
in Schedule A at the purchase price of 100% of the principal amount
thereof.  Your obligation hereunder and the obligations of the Other
Purchasers are several and not joint obligations and you shall have no
liability to any Person for the performance or non-performance by any Other
Purchaser hereunder.

3.   CLOSING.

          The sale and purchase of the Series 1997-A Notes to be purchased
by you and the Other Purchasers shall occur at the offices of Gardner,
Carton & Douglas, Quaker Tower, Suite 3400, 321 North Clark Street,
Chicago, Illinois  60610 at 9:00 a.m., Chicago time, at a closing (the
"Closing") on August 11, 1997 or on such other Business Day thereafter on
or prior to August 30, 1997 as may be agreed upon by the Company and you
and the Other Purchasers.  At the Closing the Company will deliver to you
the Series 1997-A Notes to be purchased by you in the form of a single
Series 1997-A Note (or such greater number of Series 1997-A Notes in
denominations of at least $500,000 as you may request) dated the date of
the Closing and registered in your name (or in the name of your nominee),
against delivery by you to the Company or its order of immediately
available funds in the amount of the purchase price therefor by wire
transfer of immediately available funds for the account of the Company to
account number 12769761 at Wachovia Bank of Georgia, 191 Peachtree Street
Northeast, Atlanta, Georgia  30303, ABA No. 061000010.  If at the Closing


                                     2<PAGE>
<PAGE>

the Company shall fail to tender such Series 1997-A Notes to you as
provided above in this Section 3, or any of the conditions specified in
Section 4 shall not have been fulfilled to your satisfaction, you shall, at
your election, be relieved of all further obligations under this Agreement,
without thereby waiving any rights you may have by reason of such failure
or such nonfulfillment.

4.   CONDITIONS TO CLOSING.
          Your obligation to purchase and pay for the Series 1997-A Notes
to be sold to you at the Closing is subject to the fulfillment to your
satisfaction, prior to or at the Closing, of the following conditions:

4.1. Representations and Warranties.

          The representations and warranties of the Company in this
Agreement shall be correct when made and at the time of the Closing.

4.2. Performance; No Default.

          The Company shall have performed and complied with all agreements
and conditions contained in this Agreement required to be performed or
complied with by it prior to or at the Closing and after giving effect to
the issue and sale of the Series 1997-A Notes (and the application of the
proceeds thereof as contemplated by Schedule 5.14) no Default or Event of
Default shall have occurred and be continuing.  Neither the Company nor any
Subsidiary shall have entered into any transaction since the date of the
Memorandum that would have been prohibited by Sections 10.1 through 10.8
had such Sections applied since such date.

4.3. Compliance Certificates.

          (a)  Officer's Certificate.  The Company shall have delivered to
     you an Officer's Certificate, dated the date of the Closing,
     certifying that the conditions specified in Sections 4.1, 4.2, 4.9 and
     4.10 have been fulfilled.

          (b)  Secretary's Certificate.  The Company shall have delivered
     to you a certificate certifying as to the resolutions attached thereto
     and other corporate proceedings relating to the authorization,
     execution and delivery of the Series 1997-A Notes, the Agreement and
     the Belden Wire Guaranty.

4.4. Opinions of Counsel.

          You shall have received opinions in form and substance
satisfactory to you, dated the date of the Closing (a) from Kevin L.
Bloomfield, Vice President, Secretary and General Counsel of the Company,
covering the matters set forth in Exhibit 4.4(a) and covering such
othermatters incident to the transactions contemplated hereby as you or
your counsel may reasonably request (and the Company instructs its counsel
to deliver such opinion to you) and (b) from Gardner, Carton & Douglas,
your special counsel in connection with such transactions, substantially in
the form set forth in Exhibit 4.4(b) and covering such other matters
incident to such transactions as you may reasonably request.

4.5. Purchase Permitted By Applicable Law, etc.
          On the date of the Closing your purchase of Series 1997-A Notes


                                     3 <PAGE>
 
<PAGE>

shall (i) be permitted by the laws and regulations of each jurisdiction to
which you are subject, without recourse to provisions (such as Section
1405(a)(8) of the New York Insurance Law) permitting limited investments by
insurance companies without restriction as to the character of the
particular investment, (ii) not violate any applicable law or regulation
(including, without limitation, Regulation G, T or X of the Board of
Governors of the Federal Reserve System) and (iii) not subject you to any
tax, penalty or liability under or pursuant to any applicable law or
regulation, which law or regulation was not in effect on the date hereof. 
If requested by you, you shall have received an Officer's Certificate
certifying as to such matters of fact as you may reasonably specify to
enable you to determine whether such purchase is so permitted.

4.6. Sale of Other Notes.

          Contemporaneously with the Closing the Company shall sell to the
Other Purchasers and the Other Purchasers shall purchase the Series 1997-A
Notes to be purchased by them at the Closing as specified in Schedule A.

4.7. Payment of Special Counsel Fees.
          Without limiting the provisions of Section 15.1, the Company
shall have paid on or before the Closing the fees, charges and
disbursements of your special counsel referred to in Section 4.4, to the
extent reflected in a statement of such counsel rendered to the Company at
least one Business Day prior to the Closing.

4.8. Private Placement Number.

          A Private Placement number issued by Standard & Poor's CUSIP
Service Bureau (in cooperation with the Securities Valuation Office of the
National Association of Insurance Commissioners) shall have been obtained
for the Series 1997-A Notes.

4.9. Changes in Corporate Structure.

          Except as specified in Schedule 4.9, the Company shall not have
changed its jurisdiction of incorporation or been a party to any merger or
consolidation and shall not have succeeded to all or any substantial part
of the liabilities of any other entity, at any time following the date of
the most recent financial statements referred to in Schedule 5.5.  

4.10.     Belden Wire Guaranty.

          Belden Wire shall have executed and delivered the Belden Wire
Guaranty to you and the Other Purchasers.

4.11.     Proceedings and Documents.

          All corporate and other proceedings in connection with the
transactions contemplated by this Agreement and all documents and
instruments incident to such transactions shall be satisfactory to you and
your special counsel, and you and your special counsel shall have received
all such counterpart originals or certified or other copies of such
documents as you or they may reasonably request.






                                     4 <PAGE>
 
<PAGE>

5.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

          The Company represents and warrants to you that:

5.1. Organization; Power and Authority.

          The Company is a corporation duly organized, validly existing and
in good standing under the laws of its jurisdiction of incorporation, and
is duly qualified as a foreign corporation and is in good standing in each
jurisdiction in which such qualification is required by law, other than
those jurisdictions as to which the failure to be so qualified or in good
standing could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.  The Company has the corporate
power and authority to own or hold under lease the properties it purports
to own or hold under lease, to transact the business it transacts and
proposes to transact, to execute and deliver this Agreement and the Series
1997-A Notes and to perform the provisions hereof and thereof.

5.2. Authorization, etc.

          This Agreement and the Series 1997-A Notes have been duly
authorized by all necessary corporate action on the part of the Company,
and this Agreement constitutes, and upon execution and delivery thereof
each Series 1997-A Note will constitute, a legal, valid and binding
obligation of the Company enforceable against the Company in accordance
with its terms, except as such enforceability may be limited by (i)
applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors' rights generally and
(ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

          The Belden Wire Guaranty has been duly authorized by all
necessary corporate action on the part of Belden Wire and upon execution
and delivery thereof will constitute the legal, valid and binding
obligation of Belden Wire enforceable against Belden Wire in accordance
with its terms, except as such enforceability may be limited by (i)
applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors' rights generally and
(ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).

5.3. Disclosure.

          The Company, through its agent, BancAmerica Securities, Inc., has
delivered to you and each Other Purchaser a copy of a Private Placement
Memorandum, dated July 1997 (the "Memorandum"), relating to the
transactions contemplated hereby.  The Memorandum fairly describes, in all
material respects, the general nature of the business and principal
properties of the Company and its Subsidiaries.  Except as disclosed in
Schedule 5.3 and for projections, as to which no representation or warranty
is made, this Agreement, the Memorandum, the documents, certificates or
other writings delivered to you by or on behalf of the Company in
connection with the transactions contemplated hereby and the financial
statements listed in Schedule 5.5, taken as a whole, do not contain any
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein not misleading in light of the
circumstances under which they were made.  The projections provided to you
are based upon good faith estimates and assumptions believed by the Company


                                     5 <PAGE>
 
<PAGE>

to be reasonable.  Except as disclosed in the Memorandum or as expressly
described in Schedule 5.3, or in one of the documents, certificates or
other writings identified therein, or in the financial statements listed in
Schedule 5.5, since December 31, 1996, there has been no change in the
financial condition, operations, business or properties of the Company or
any Restricted Subsidiary except changes that individually or in the
aggregate could not reasonably be expected to have a Material Adverse
Effect.  There is no fact known to the Company that could reasonably be
expected to have a Material Adverse Effect that has not been set forth
herein or in the Memorandum or in the other documents, certificates and
other writings delivered to you by or on behalf of the Company specifically
for use in connection with the transactions contemplated hereby.

5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates.

          (a)  Schedule 5.4 contains (except as noted therein) complete and
     correct lists (i) of the Company's Subsidiaries, showing, as to each
     Subsidiary, the correct name thereof, the jurisdiction of its
     organization, and the percentage of shares of each class of its
     capital stock or similar equity interests outstanding owned by the
     Company and each other Subsidiary, (ii) to the Company's knowledge, of
     the Company's Affiliates, other than Subsidiaries, and (iii) of the
     Company's directors and senior officers.  Each Subsidiary listed in
     Schedule 5.4 is designated a Restricted Subsidiary by the Company.

          (b)  All of the outstanding shares of capital stock or similar
     equity interests of each Restricted Subsidiary shown in Schedule 5.4
     as being owned by the Company and its Restricted Subsidiaries have
     been validly issued, are fully paid and nonassessable and are owned by
     the Company or another Restricted Subsidiary free and clear of any
     Lien (except as otherwise disclosed in Schedule 5.4).

          (c)  Each Restricted Subsidiary identified in Schedule 5.4 is a
     corporation or other legal entity duly organized, validly existing and
     in good standing under the laws of its jurisdiction of organization,
     and is duly qualified as a foreign corporation or other legal entity
     and is in good standing in each jurisdiction in which such
     qualification is required by law, other than those jurisdictions as
     towhich the failure to be so qualified or in good standing could not,
     individually or in the aggregate, reasonably be expected to have a
     Material Adverse Effect.  Each such Restricted Subsidiary has the
     corporate or other power and authority to own or hold under lease the
     properties it purports to own or hold under lease and to transact the
     business it transacts and proposes to transact.

          (d)  No Restricted Subsidiary is a party to, or otherwise subject
     to any legal restriction or any agreement (other than this Agreement,
     the agreements listed on Schedule 5.4 and customary limitations
     imposed by corporate law statutes) restricting the ability of such
     Restricted Subsidiary to pay dividends out of profits or make any
     other similar distributions of profits to the Company or any of its
     Restricted Subsidiaries that owns outstanding shares of capital stock
     or similar equity interests of such Restricted Subsidiary.

5.5. Financial Statements.

          The Company has delivered to you and each Other Purchaser copies
of the financial statements of the Company and its Subsidiaries listed on


                                     6 <PAGE>
 
<PAGE>

Schedule 5.5.  All of said financial statements (including in each case the
related schedules and notes) fairly present in all material respects the
consolidated financial condition of the Company and its Subsidiaries as of
the respective dates specified in such Schedule and the consolidated
results of their operations and cash flows for the respective periods so
specified and have been prepared in accordance with GAAP consistently
applied throughout the periods involved except as set forth in the notes
thereto (subject, in the case of any interim financial statements, to
normal year-end adjustments).

5.6. Compliance with Laws, Other Instruments, etc.

          The execution, delivery and performance by the Company of this
Agreement and the Series 1997-A Notes will not (i) contravene, result in
any breach of, or constitute a default under, or result in the creation of
any Lien in respect of any property of the Company or any Restricted
Subsidiary under, any Material agreement, or corporate charter or By-Laws,
to which the Company or any Restricted Subsidiary is bound or by which the
Company or any Restricted Subsidiary or any of their respective properties
may be bound or affected, (ii) conflict with or result in a breach of any
of the terms, conditions or provisions of any order, judgment, decree, or
ruling of any court, arbitrator or Governmental Authority applicable to the
Company or any Restricted Subsidiary or (iii) violate any provision of any
statute or other rule or regulation of any Governmental Authority
applicable to the Company or any Restricted Subsidiary.

          The execution, delivery and performance by Belden Wire of the
Belden Wire Guaranty will not (i) contravene, result in any breach of, or
constitute a default under, or result in the creation of any Lien in
respect of any property of Belden Wire under, any Material agreement, or
corporate charter or By-Laws, to which Belden Wire is bound or by which
Belden Wire or any of its properties may be bound or affected, (ii)
conflict with or result in a breach of any of the terms, conditions or
provisions of any order, judgment, decree, or ruling of any court,
arbitrator or Governmental Authority applicable to Belden Wire or
(iii)violate any provision of any statute or other rule or regulation of
any Governmental Authority applicable to Belden Wire.

5.7. Governmental Authorizations, etc.

          No consent, approval or authorization of, or registration, filing
or declaration with, any Governmental Authority is required in connection
with the execution, delivery or performance by the Company of this
Agreement or the Notes or the execution, delivery or performance by Belden
Wire of the Belden Wire Guaranty.

5.8. Litigation; Observance of Agreements, Statutes and Orders.

          (a)  Except as disclosed in Schedule 5.8, there are no actions,
     suits or proceedings pending or, to the knowledge of the Company,
     threatened against or affecting the Company or any Restricted
     Subsidiary or any property of the Company or any Restricted Subsidiary
     in any court or before any arbitrator of any kind or before or by any
     Governmental Authority that, individually or in the aggregate, could
     reasonably be expected to have a Material Adverse Effect.

          (b)  Neither the Company nor any Restricted Subsidiary is in
     default under any term of any agreement or instrument to which it is a


                                     7 <PAGE>
 
<PAGE>

     party or by which it is bound, or any order, judgment, decree or
     ruling of any court, arbitrator or Governmental Authority or is in
     violation of any applicable law, ordinance, rule or regulation
     (including without limitation Environmental Laws) of any Governmental
     Authority, which default or violation, individually or in the
     aggregate, could reasonably be expected to have a Material Adverse
     Effect.

5.9. Taxes.

          The Company and its Restricted Subsidiaries have filed all tax
returns that are required to have been filed in any jurisdiction, and have
paid all taxes shown to be due and payable on such returns and all other
taxes and assessments levied upon them or their properties, assets, income
or franchises, to the extent such taxes and assessments have become due and
payable and before they have become delinquent, except for any taxes and
assessments (i) the amount of which is not individually or in the aggregate
Material or (ii) the amount, applicability or validity of which is
currently being contested in good faith by appropriate proceedings and with
respect to which the Company or a Restricted Subsidiary, as the case may
be, has established adequate reserves in accordance with GAAP.  The Company
knows of no basis for any other tax or assessment that could reasonably be
expected to have a Material Adverse Effect.  The charges, accruals and
reserves on the books of the Company and its Restricted Subsidiaries in
respect of Federal, state or other taxes for all fiscal periods are
adequate under GAAP.

5.10.     Title to Property; Leases.

          The Company and its Restricted Subsidiaries have good and
sufficient title to the properties that they own or purport to own and that
individually or in the aggregate are Material, including all suchproperties
reflected in the most recent audited balance sheet referred to in Section
5.5 or purported to have been acquired by the Company or any Restricted
Subsidiary after said date (except as sold or otherwise disposed of in the
ordinary course of business), in each case free and clear of Liens
prohibited by this Agreement.  All leases that individually or in the
aggregate are Material are valid and subsisting and are in full force and
effect in all material respects. 

5.11.     Licenses, Permits, etc.

          Except as disclosed in Schedule 5.11, 

          (a)  the Company and its Restricted Subsidiaries own or possess
     all licenses, permits, franchises, authorizations, patents,
     copyrights, service marks, trademarks and trade names, or rights
     thereto, that individually or in the aggregate are Material, without
     known  Material conflict with the rights of others;

          (b)  to the best knowledge of the Company, no product of the
     Company infringes in any Material respect any license, permit,
     franchise, authorization, patent, copyright, service mark, trademark,
     trade name or other right owned by any other Person; and

          (c)  to the best knowledge of the Company, there is no Material
     violation by any Person of any right of the Company or any of its
     Restricted Subsidiaries with respect to any patent, copyright, service


                                    8 <PAGE>
 
<PAGE>

     mark, trademark, trade name or other right owned or used by the
     Company or any of its Restricted Subsidiaries.

5.12.     Compliance with ERISA.

          (a)  The Company and each ERISA Affiliate have operated and
     administered each Plan in compliance with all applicable laws except
     for such instances of noncompliance as have not resulted in and could
     not reasonably be expected to result in a Material Adverse Effect. 
     Neither the Company nor any ERISA Affiliate has incurred any liability
     pursuant to Title I or IV of ERISA or the penalty or excise tax
     provisions of the Code relating to employee benefit plans (as defined
     in Section 3 of ERISA), and no event, transaction or condition has
     occurred or exists that could reasonably be expected to result in the
     incurrence of any such liability by the Company or any ERISA
     Affiliate, or in the imposition of any Lien on any of the rights,
     properties or assets of the Company or any ERISA Affiliate, in either
     case pursuant to Title I or IV of ERISA or to such penalty or excise
     tax provisions or to Section 401(a)(29) or 412 of the Code, other than
     such liabilities or Liens as would not be individually or in the
     aggregate Material.

          (b)  Except for the Plans set forth in Schedule 5.12(b) (the "Top
     Hat Plans"), the present value of the aggregate benefit liabilities
     under each of the Plans (other than Multiemployer Plans), determined
     as of the end of such Plan's most recently ended plan year on the
     basis of the actuarial assumptions specified for funding purposes in
     such Plan's most recent actuarial valuation report, did not exceed the
     aggregate current value of the assets of such Plan allocable to such
     benefit liabilities.  The term "benefit liabilities" has the meaning
     specified in section 4001 of ERISA and the terms "current value" and
     "present value" have the meaning specified in section 3 of ERISA.

          (c)  The Company and its ERISA Affiliates have not incurred
     withdrawal liabilities (and are not subject to contingent withdrawal
     liabilities) under section 4201 or 4204 of ERISA in respect of
     Multiemployer Plans that individually or in the aggregate are
     Material.

          (d)  The expected postretirement benefit obligation (determined
     as of the last day of the Company's most recently ended fiscal year in
     accordance with Financial Accounting Standards Board Statement No.
     106, without regard to liabilities attributable to continuation
     coverage mandated by section 4980B of the Code) of the Company and its
     Subsidiaries is not Material or has been disclosed in the most recent
     audited consolidated financial statements of the Company and its
     Subsidiaries.

          (e)  The execution and delivery of this Agreement and the
     issuance and sale of the Notes hereunder will not involve any
     transaction that is subject to the prohibitions of section 406 of
     ERISA or in connection with which a tax could be imposed pursuant to
     section 4975(c)(1)(A)-(D) of the Code.  The representation by the
     Company in the first sentence of this Section 5.12(e) is made in
     reliance upon and subject to the accuracy of your representation in
     Section 6.2 as to the sources of the funds used to pay the purchase
     price of the Notes to be purchased by you.



                                     9 <PAGE>
 
<PAGE>

5.13.     Private Offering by the Company.

          Neither the Company nor anyone acting on its behalf has offered
the Series 1997-A Notes or the Belden Wire Guaranty or any similar
securities for sale to, or solicited any offer to buy any of the same from,
or otherwise approached or negotiated in respect thereof with, any person
other than you, the Other Purchasers and not more than 54 other
Institutional Investors, each of which has been offered the Series 1997-A
Notes at a private sale for investment.  Neither the Company nor anyone
acting on its behalf has taken, or will take, any action that would subject
the issuance or sale of the Series 1997-A Notes or the execution and
delivery of the Belden Wire Guaranty to the registration requirements of
Section 5 of the Securities Act.

5.14.     Use of Proceeds; Margin Regulations.

          The Company will apply the proceeds of the sale of the Series
1997-A Notes as set forth in Schedule 5.14.  No part of the proceeds from
the sale of the Series 1997-A Notes hereunder will be used, directly or
indirectly, for the purpose of buying or carrying any margin stock within
the meaning of Regulation G of the Board of Governors of the Federal
Reserve System (12 CFR 207), or for the purpose of buying or carrying or
trading in any securities under such circumstances as to involve the
Company in a violation of Regulation X of said Board (12 CFR 224) or to
involve any broker or dealer in a violation of Regulation T of said Board
(12 CFR 220).  Margin stock does not constitute more than 5% of the valueof
the consolidated assets of the Company and its Subsidiaries and the Company
does not have any present intention that margin stock will constitute more
than 5% of the value of such assets.  As used in this Section, the terms
"margin stock" and "purpose of buying or carrying" shall have the meanings
assigned to them in said Regulation G.  For purposes of the foregoing,
margin stock shall not include common stock of the Company held in its
treasury.

5.15.     Existing Indebtedness; Future Liens.

          (a)  Except as described therein, Schedule 5.15 sets forth a
     complete and correct list of all outstanding Indebtedness of the
     Company and its Restricted Subsidiaries as of July 31, 1997, since
     which date there has been no Material change in the amounts, interest
     rates, sinking funds, installment payments or maturities of the
     Indebtedness of the Company or its Subsidiaries.  Neither the Company
     nor any Restricted Subsidiary is in default and no waiver of default
     is currently in effect, in the payment of any principal or interest on
     any Indebtedness of the Company or such Restricted Subsidiary that is
     outstanding in an aggregate principal amount in excess of $5,000,000
     and no event or condition exists with respect to any Indebtedness of
     the Company or any Restricted Subsidiary that is outstanding in an
     aggregate principal amount in excess of $5,000,000 and that would
     permit (or that with notice or the lapse of time, or both, would
     permit) one or more Persons to cause such Indebtedness to become due
     and payable before its stated maturity or before its regularly
     scheduled dates of payment.

          (b)  Except as disclosed in Schedule 5.15, neither the Company
     nor any Restricted Subsidiary has agreed or consented to cause or
     permit in the future (upon the happening of a contingency or



                                     10 <PAGE>
 
<PAGE>

     otherwise) any of its property, whether now owned or hereafter
     acquired, to be subject to a Lien not permitted by Section 10.2.

5.16.     Foreign Assets Control Regulations, etc.

          Neither the sale of the Notes by the Company hereunder nor its
use of the proceeds thereof will violate the Trading with the Enemy Act, as
amended, or any of the foreign assets control regulations of the United
States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or
any enabling legislation or executive order relating thereto.

5.17.     Status under Certain Statutes.

          Neither the Company nor any Restricted Subsidiary is subject to
regulation under the Investment Company Act of 1940, as amended, the Public
Utility Holding Company Act of 1935, as amended, the Interstate Commerce
Act, as amended by the ICC Termination Act, as amended, or the Federal
Power Act, as amended.

5.18.     Environmental Matters.

          Neither the Company nor any Restricted Subsidiary has knowledge
of any liability or has received any notice of any liability, and no
proceeding has been instituted asserting any liability against the
Companyor any of its Restricted Subsidiaries or any of their respective
real properties now owned, leased or operated by any of them or other
assets nor, to the knowledge of the Company or any Restricted Subsidiary,
has any such proceeding been instituted against any of their respective
real properties formerly owned, for damage to the environment or violation
of any Environmental Laws, except, in each case, such as could not
reasonably be expected to result in a Material Adverse Effect.  Except as
otherwise disclosed to you in writing,

          (a)  neither the Company nor any Restricted Subsidiary has
     knowledge of any facts that would give rise to any liability for
     violation of Environmental Laws or damage to the environment emanating
     from, occurring on or in any way related to real properties now or
     formerly owned, leased or operated by any of them or to other assets
     or their use, except, in each case, such as could not reasonably be
     expected to result in a Material Adverse Effect;

          (b)  neither the Company nor any of its Restricted Subsidiaries
     has stored any Hazardous Materials on real properties now or formerly
     owned, leased or operated by any of them and has not disposed of any
     Hazardous Materials in a manner contrary to any Environmental Laws in
     each case in any manner that could reasonably be expected to result in
     a Material Adverse Effect; and

          (c)  all buildings on all real properties now owned, leased or
     operated by the Company or any of its Restricted Subsidiaries are in
     compliance with applicable Environmental Laws, except where failure to
     comply could not reasonably be expected to result in a Material
     Adverse Effect.

5.19.     Solvency of Belden Wire.

          After giving effect to the transactions contemplated herein,
(i) the present fair salable value of the assets of Belden Wire is in
excess of the amount that will be required to pay its probable liability on

                                     11 <PAGE>
 
<PAGE>

its existing debts as said debts become absolute and matured, (ii)  Belden
Wire has received reasonably equivalent value for executing and delivering
the Belden Wire Guaranty, (iii) the property remaining in the hands of
Belden Wire is not an unreasonably small capital, and (iv) Belden Wire is
able to pay its debts as they mature.


6.   REPRESENTATIONS OF THE PURCHASERS.

6.1. Purchase for Investment.

          You represent that you are purchasing the Series 1997-A Notes for
your own account or for one or more separate accounts maintained by you or
for the account of one or more pension or trust funds and not with a view
to the distribution thereof, provided that the disposition of your or their
property shall at all times be within your or their control.  You
understand that the Series 1997-A Notes have not been registered under the
Securities Act and may be resold only if registered pursuant to the
provisions of the Securities Act or if an exemption from registration is
available, except under circumstances where neither such registration nor
such an exemption is required by law, and that the Company is not required
to register the Notes.

6.2. Source of Funds.


          You represent that at least one of the following statements is an
accurate representation as to each source of funds (a "Source") to be used
by you to pay the purchase price of the Series 1997-A Notes to be purchased
by you hereunder:

          (a)  if you are an insurance company, the Source does not include
     assets allocated to any separate account maintained by you in which
     any employee benefit plan (or its related trust) has any interest,
     other than a separate account that is maintained solely in connection
     with your fixed contractual obligations under which the amounts
     payable, or credited, to such plan and to any participant or
     beneficiary of such plan (including any annuitant) are not affected in
     any manner by the investment performance of the separate account; or

          (b)  the Source is either (i) an insurance company pooled
     separate account, within the meaning of Prohibited Transaction
     Exemption ("PTE") 90-1 (issued January 29, 1990), or (ii) a bank
     collective investment fund, within the meaning of the PTE 91-38
     (issued July 12, 1991) and, except as you have disclosed to the
     Company in writing pursuant to this paragraph (b), no employee benefit
     plan or group of plans maintained by the same employer or employee
     organization beneficially owns more than 10% of all assets allocated
     to such pooled separate account or collective investment fund; or

          (c)  the Source constitutes assets of an "investment fund"
     (within the meaning of Part V of the QPAM Exemption) managed by a
     "qualified professional asset manager" or "QPAM" (within the meaning
     of Part V of the QPAM Exemption), no employee benefit plan's assets
     that are included in such investment fund, when combined with the
     assets of all other employee benefit plans established or maintained
     by the same employer or by an affiliate (within the meaning of Section
     V(c)(1) of the QPAM Exemption) of such employer or by the same


                                     12 <PAGE>
 
<PAGE>

     employee organization and managed by such QPAM, exceed 20% of the
     total client assets managed by such QPAM, the conditions of Part I(c)
     and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a
     person controlling or controlled by the QPAM (applying the definition
     of "control" in Section V(e) of the QPAM Exemption) owns a 5% or more
     interest in the Company and (i) the identity of such QPAM and (ii) the
     names of all employee benefit plans whose assets are included in such
     investment fund have been disclosed to the Company in writing pursuant
     to this paragraph (c); or

          (d)  the Source is a governmental plan; or

          (e)  the Source is one or more employee benefit plans, or a
     separate account or trust fund comprised of one or more employee
     benefit plans, each of which has been identified to the Company in
     writing pursuant to this paragraph (e); or

          (f)  the Source does not include assets of any employee benefit
     plan, other than a plan exempt from the coverage of ERISA; or

          (g)  the Source is an "insurance company general account" as such
     term is defined in the Department of Labor Prohibited Transaction
     Class Exemption 95-60 (issued July 12, 1995) ("PTE 95-60") and there
     is no "employee benefit plan" with respect to which the aggregate
     amount of such general account's reserves and liabilities for the
     contracts held by or on behalf of such employee benefit plan and all
     other employee benefit plans maintained by the same employer (and
     affiliates thereof as defined in Section V(a)(1) of PTE 95-60) or by
     the same employee organization (in each case determined in accordance
     with the provisions of PTE 95-60) exceeds 10% of the total reserves
     and liabilities of such general account (as determined under PTE 95-
     60) (exclusive of separate account liabilities) plus surplus as set
     forth in the National Association of Insurance Commissioners Annual
     Statement filed with the state of domicile of such Purchaser.

As used in this Section 6.2, the terms "employee benefit plan",
"governmental plan", "party in interest" and "separate account" shall have
the respective meanings assigned to such terms in Section 3 of ERISA.

7.   INFORMATION AS TO COMPANY.

7.1. Financial and Business Information

          The Company shall deliver to each holder of Notes that is an
Institutional Investor:

          (a)  Quarterly Statements -- within 60 days after the end of each
     quarterly fiscal period in each fiscal year of the Company (other than
     the last quarterly fiscal period of each such fiscal year), duplicate
     copies of,
               (i)  a consolidated balance sheet of the Company and its
          Subsidiaries as at the end of such quarter, and

               (ii) consolidated statements of income, changes in
          stockholders' equity and cash flows of the Company and its
          Subsidiaries, for such quarter and (in the case of the second and
          third quarters) for the portion of the fiscal year ending with
          such quarter,


                                     13 <PAGE>
 
<PAGE>

     setting forth in each case in comparative form the figures for the
     corresponding periods in the previous fiscal year, all in reasonable
     detail, prepared in accordance with GAAP applicable to quarterly
     financial statements generally, and certified by a Senior Financial
     Officer as fairly presenting, in all material respects, the financial
     condition of the companies being reported on and their results of
     operations and cash flows, subject to changes resulting from year-end
     adjustments, provided that delivery within the time period specified
     above of copies of the Company's Quarterly Report on Form 10-Q
     prepared in compliance with the requirements therefor and filed with
     the Securities and Exchange Commission shall be deemed to satisfy the
     requirements of this Section 7.1(a);

          (b)  Annual Statements -- within 120 days after the end of each
     fiscal year of the Company, duplicate copies of,

               (i)  a consolidated balance sheet of the Company and its
          Subsidiaries, as at the end of such year, and

               (ii) consolidated statements of income, changes in
          stockholders' equity and cash flows of the Company and its
          Subsidiaries, for such year,

     setting forth in each case in comparative form the figures for the
     previous fiscal year, all in reasonable detail, prepared in accordance
     with GAAP, and accompanied by an opinion thereon of independent
     certified public accountants of recognized national standing, which
     opinion shall state that such financial statements present fairly, in
     all material respects, the financial condition of the companies being
     reported upon and their results of operations and cash flows and have
     been prepared in conformity with GAAP, and that the examination of
     such accountants in connection with such financial statements has been
     made in accordance with generally accepted auditing standards, and
     that such audit provides a reasonable basis for such opinion in the
     circumstances, provided that the delivery within the time period
     specified above of the Company's Annual Report on Form 10-K for such
     fiscal year (together with the Company's annual report to
     shareholders, if any, prepared pursuant to Rule 14a-3 under the
     Exchange Act) prepared in accordance with the requirements therefor
     and filed with the Securities and Exchange Commission, together with
     such accountant's opinion, shall be deemed to satisfy the requirements
     of this Section 7.1(b);

          (c)  Unrestricted Subsidiaries -- if, at the time of delivery of
     any financial statements pursuant to Section 7.1(a) or (b),
     Unrestricted Subsidiaries account for more than 10% of (i) the
     consolidated total assets of the Company and its Subsidiaries
     reflected in the balance sheet included in such financial statements
     or (ii) the consolidated revenues of the Company and its Subsidiaries
     reflected in the consolidated statement of income included in such
     financial statements, an unaudited balance sheet for all Unrestricted
     Subsidiaries taken as whole as at the end of the fiscal period
     included in such financial statements and the related unaudited
     statements of income, stockholders' equity and cash flows for such
     Unrestricted Subsidiaries for such period, together with consolidating
     statements reflecting all eliminations or adjustments necessary to
     reconcile such group financial statements to the consolidated
     financial statements of the Company and its Subsidiaries;

                                14<PAGE>
<PAGE>

          (d)  SEC and Other Reports -- promptly upon their becoming
     available, one copy of (i) each financial statement, report, notice or
     proxy statement sent by the Company or any Restricted Subsidiary to
     public securities holders generally, and (ii) each regular or periodic
     report, each registration statement (without exhibits except as
     expressly requested by such holder), and each prospectus and all
     amendments thereto filed by the Company or any Restricted Subsidiary
     with the Securities and Exchange Commission and of all press releases
     and other statements made available generally by the Company or any
     Restricted Subsidiary to the public concerning developments that are
     Material;

          (e)  Notice of Default or Event of Default -- promptly, and in
     any event within five days after a Responsible Officer obtains actual
     knowledge of the existence of any Default or Event of Default or that
     any Person has given any notice or taken any action with respect to a
     claimed default hereunder or that any Person has given any notice or
     taken any action with respect to a claimed default of the type
     referred to in Section 11(f), a written notice specifying the nature
     and period of existence thereof and what action the Company is taking
     or proposes to take with respect thereto; provided that any such
     notice with respect to a Default under Section 11(f) or claimed
     default of the type referred to in Section 11(f) shall be within 10
     days after a Responsible Officer obtains actual knowledge thereof;

          (f)  ERISA Matters -- promptly, and in any event within five days
     after a Responsible Officer becoming aware of any of the following, a
     written notice setting forth the nature thereof and the action, if
     any, that the Company or an ERISA Affiliate proposes to take with
     respect thereto:

               (i)  with respect to any Plan, any reportable event, as
          defined in section 4043(b) of ERISA and the regulations
          thereunder, for which notice thereof has not been waived pursuant
          to such regulations as in effect on the date hereof; or

               (ii) the taking by the PBGC of steps to institute, or the
          threatening by the PBGC of the institution of, proceedings under
          section 4042 of ERISA for the termination of, or the appointment
          of a trustee to administer, any Plan, or the receipt by the
          Company or any ERISA Affiliate of a notice from a Multiemployer
          Plan that such action has been taken by the PBGC with respect to
          such Multiemployer Plan; or

               (iii)     any event, transaction or condition that could
          result in the incurrence of any liability by the Company or any
          ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty
          or excise tax provisions of the Code relating to employee benefit
          plans, or in the imposition of any Lien on any of the rights,
          properties or assets of the Company or any ERISA Affiliate
          pursuant to Title I or IV of ERISA or such penalty or excise tax
          provisions, if such liability or Lien, taken together with any
          other such liabilities or Liens then existing, could reasonably
          be expected to have a Material Adverse Effect; 

          (g)  Notices from Governmental Authority -- promptly, and in any
     event within 30 days of receipt thereof, copies of any notice to the
     Company or any Restricted Subsidiary from any Federal or state

                                15<PAGE>
<PAGE>

     Governmental Authority relating to any order, ruling, statute or other
     law or regulation that could reasonably be expected to have a Material
     Adverse Effect;

          (h)  Requested Information -- with reasonable promptness, such
     other data and information relating to the business, operations,
     affairs, financial condition, assets or properties of the Company or
     any of its Subsidiaries or relating to the ability of the Company to
     perform its obligations hereunder and under the Notes as from time to
     time may be reasonably requested by any such holder of Notes; and

          (i)  Supplements to Agreement -- in the event an additional
     series of Notes is, or is proposed to be, issued under this Agreement,
     promptly, and in any event within 10 Business Days after execution and
     delivery thereof, a true copy of the Supplement pursuant to which such
     Notes are to be, or were, issued.

7.2. Officer's Certificate.

          Each set of financial statements delivered to a holder of Notes
pursuant to Section 7.1(a) or (b) shall be accompanied by a certificate of
a Senior Financial Officer setting forth:

          (a)  Covenant Compliance -- the information (including detailed
     calculations) required in order to establish whether the Company was
     in compliance with the requirements of Section 10.1 through
     Section 10.5, inclusive, during the quarterly or annual period covered
     by the statements then being furnished (including with respect to each
     such Section, where applicable, the calculations of the maximum or
     minimum amount, ratio or percentage, as the case may be, permissible
     under the terms of such Sections, and the calculation of the amount,
     ratio or percentage then in existence); and

          (b)  Event of Default -- a statement that such officer has
     reviewed the relevant terms hereof and has made, or caused to be made,
     under his or her supervision, a review of the transactions and
     conditions of the Company and its Restricted Subsidiaries from the
     beginning of the quarterly or annual period covered by the statements
     then being furnished to the date of the certificate and that such
     review shall not have disclosed the existence during such period of
     any condition or event that constitutes a Default or an Event of
     Default or, if any such condition or event existed or exists 
     (including any such event or condition resulting from the failure of
     the Company or any Restricted Subsidiary to comply with any
     Environmental Law), specifying the nature and period of existence
     thereof and what action the Company shall have taken or proposes to
     take with respect thereto.

7.3. Inspection.

          The Company will permit the representatives of each holder of
Notes that is an Institutional Investor:

          (a)  No Default -- if no Default or Event of Default then exists,
     at the expense of such holder and upon reasonable prior notice to the
     Company, to visit the principal executive office of the Company, to
     discuss the affairs, finances and accounts of the Company and its
     Restricted Subsidiaries with the Company's officers, and (with the
     consent of the Company, which consent will not be unreasonably

                                 16<PAGE>
<PAGE>

     withheld) its independent public accountants, and (with the consent of
     the Company, which consent will not be unreasonably withheld) to visit
     the other offices and properties of the Company and each Restricted
     Subsidiary, all at such reasonable times and as often as may be
     reasonably requested in writing; and

          (b)  Default -- if a Default or Event of Default then exists, at
     the expense of the Company and upon reasonable prior notice to the
     Company, to visit the principal executive office of the Company, to
     discuss the affairs, finances and accounts of the Company and its
     Restricted Subsidiaries with the Company's officers, and (with the
     consent of the Company, which consent will not be unreasonably
     withheld) its independent public accountants, and (with the consent of
     the Company, which consent will not be unreasonably withheld) to visit
     the other offices and properties of the Company and each Restricted
     Subsidiary, all at such reasonable times and as often as may be
     reasonably requested in writing.

8.   PREPAYMENT OF THE NOTES.

8.1. Required Prepayments.

          On August 11, 2005 and on each August 11 thereafter to and
including August 11, 2008 the Company will prepay $15,000,000 principal
amount (or such lesser principal amount as shall then be outstanding) of
the Series 1997-A Notes at par and without payment of the Make-Whole Amount
or any premium.

8.2. Optional Prepayments with Make-Whole Amount.

          The Company may, at its option, upon notice as provided below,
prepay at any time all, or from time to time any part of, the Notes of any
series, including the Series 1997-A Notes, in an amount not less than
$2,000,000 in the aggregate in the case of a partial prepayment, at 100% of
the principal amount so prepaid, plus the Make-Whole Amount determined for
the prepayment date with respect to such principal amount.  The Company
will give each holder of Notes of the series to be prepaid written notice
of each optional prepayment under this Section 8.2 not less than 30 daysand
not more than 60 days prior to the date fixed for such prepayment.  Each
such notice shall specify such date, the aggregate principal amount of the
Notes to be prepaid on such date, the principal amount of each Note held by
such holder to be prepaid (determined in accordance with Section 8.3), and
the interest to be paid on the prepayment date with respect to such
principal amount being prepaid, and shall be accompanied by a certificate
of a Senior Financial Officer as to the estimated Make-Whole Amount due in
connection with such prepayment (calculated as if the date of such notice
were the date of the prepayment), setting forth the details of such
computation.  Two Business Days prior to such prepayment, the Company shall
deliver to each holder of Notes a certificate of a Senior Financial Officer
specifying the calculation of such Make-Whole Amount as of the specified
prepayment date.

8.3. Allocation of Partial Prepayments.

          In the case of each partial prepayment of the Notes of a series,
the principal amount of the Notes of such series to be prepaid shall be
allocated among all of the Notes of such series at the time outstanding in
proportion, as nearly as practicable, to the respective unpaid principal

                                         17 <PAGE>
<PAGE> 

     Principal, on the display designated as the "PX Screen" on the
     Bloomberg Financial Market Service (or such other display as may
     replace the PX Screen on Bloomberg Financial Market Service) for
     actively traded U.S. Treasury securities having a maturity equal to
     the Remaining Average Life of such Called Principal as of such
     Settlement Date, or (ii) if such yields are not reported as of such
     time or the yields reported as of such time are not ascertainable, the
     Treasury Constant Maturity Series Yields reported, for the latest day
     for which such yields have been so reported as of the second Business
     Day preceding the Settlement Date with respect to such Called
     Principal, in Federal Reserve Statistical Release H.15 (519) (or any
     comparable successor publication) for actively traded U.S. Treasury
     securities having a constant maturity equal to the Remaining Average
     Life of such Called Principal as of such Settlement Date.  Such
     implied yield will be determined, if necessary, by (a) converting U.S.
     Treasury bill quotations to bond-equivalent yields in accordance with
     accepted financial practice and (b) interpolating linearly between (1)
     the actively traded U.S. Treasury security with the duration closest
     to and greater than the Remaining Average Life and (2) the actively
     traded U.S. Treasury security with the duration closest to and less
     than the Remaining Average Life.

          "Remaining Average Life" means, with respect to any Called
     Principal, the number of years (calculated to the nearest one-twelfth
     year) obtained by dividing (i) such Called Principal into (ii) the sum
     of the products obtained by multiplying (a) the principal component of
     each Remaining Scheduled Payment with respect to such Called Principal
     by (b) the number of years (calculated to the nearest one-twelfth
     year) that will elapse between the Settlement Date with respect to
     such Called Principal and the scheduled due date of such Remaining
     Scheduled Payment.

          "Remaining Scheduled Payments" means, with respect to the Called
     Principal of any  Note, all payments of such Called Principal and
     interest thereon that would be due after the Settlement Date with
     respect to such Called Principal if no payment of such Called
     Principal were made prior to its scheduled due date, provided that if
     such Settlement Date is not a date on which interest payments are due
     to be made under the terms of the Notes, then the amount of the next
     succeeding scheduled interest payment will be reduced by the amount of
     interest accrued to such Settlement Date and required to be paid on
     such Settlement Date pursuant to Section 8.2 or 12.1.

          "Settlement Date" means, with respect to the Called Principal of
     any Note, the date on which such Called Principal is to be prepaid
     pursuant to Section 8.2 or has become or is declared to be immediately
     due and payable pursuant to Section 12.1, as the context requires.

9.   AFFIRMATIVE COVENANTS.
          The Company covenants that so long as any of the Notes are
outstanding:

9.1. Compliance with Law.

          The Company will, and will cause each Restricted Subsidiary to,
comply with all laws, ordinances or governmental rules or regulations to
which each of them is subject, including, without limitation, Environmental


                                     18 <PAGE>
 
<PAGE>

Laws, and will obtain and maintain in effect all licenses, certificates,
permits, franchises and other governmental authorizations necessary to the
ownership of their respective properties or to the conduct of their
respective businesses, in each case to the extent necessary to ensure that
non-compliance with such laws, ordinances or governmental rules or
regulations or failures to obtain or maintain in effect such licenses,
certificates, permits, franchises and other governmental authorizations
could not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect.

9.2. Insurance.

          The Company will, and will cause each Restricted Subsidiary to,
maintain, with financially sound and reputable insurers, insurance with
respect to their respective properties and businesses against such
casualties and contingencies, of such types, on such terms and in such
amounts (including deductibles, co-insurance and self-insurance, if
adequate reserves are maintained with respect thereto) as is customary in
the case of entities of established reputations engaged in the same or a
similar business and similarly situated.

9.3. Maintenance of Properties.
          The Company will and will cause each Restricted Subsidiary to
maintain and keep, or cause to be maintained and kept, their respective
properties in good repair, working order and condition (other than ordinary
wear and tear), so that the business carried on in connection therewith may
be properly conducted at all times, provided that this Section shall not
prevent the Company or any Restricted Subsidiary from discontinuing
theoperation and the maintenance of any of its properties if such
discontinuance is desirable in the conduct of its business and the Company
has concluded that such discontinuance could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.

9.4. Payment of Taxes and Claims.

          The Company will, and will cause each Restricted Subsidiary to,
file all tax returns required to be filed in any jurisdiction and to pay
and discharge all taxes shown to be due and payable on such returns and all
other taxes, assessments, governmental charges, or levies imposed on them
or any of their properties, assets, income or franchises, to the extent
such taxes and assessments have become due and payable and before they have
become delinquent and all claims for which sums have become due and payable
that have or might become a Lien on properties or assets of the Company or
any Restricted Subsidiary, provided that neither the Company nor any
Restricted Subsidiary need pay any such tax or assessment or claims if
(i) the amount, applicability or validity thereof is contested by the
Company or such Restricted Subsidiary on a timely basis in good faith and
in appropriate proceedings, and the Company or a Restricted Subsidiary has
established adequate reserves therefor in accordance with GAAP on the books
of the Company or such Restricted Subsidiary or (ii) the nonpayment of all
such taxes and assessments in the aggregate could not reasonably be
expected to have a Material Adverse Effect. 

9.5. Corporate Existence, etc.

          Subject to Section 10.4, the Company will at all times preserve
and keep in full force and effect its corporate existence.  Subject to


                                     19<PAGE>
<PAGE>

Sections 10.3 and 10.4, the Company will at all times preserve and keep in
full force and effect the corporate existence of each Restricted Subsidiary
(unless merged into the Company or a Restricted Subsidiary) and all rights
and franchises of the Company and its Restricted Subsidiaries unless, in
the good faith judgment of the Company, the termination of or failure to
preserve and keep in full force and effect such corporate existence, right
or franchise could not, individually or in the aggregate, have a Material
Adverse Effect. 


10.  NEGATIVE COVENANTS.
          The Company covenants that so long as any of the Notes are
outstanding:

10.1.     Consolidated Indebtedness; Indebtedness of Restricted
Subsidiaries.

          The Company will not permit:

          (a)  Consolidated Indebtedness to exceed 65% of Consolidated
     Total Capitalization at any time; and

          (b)  Any Restricted Subsidiary other than Belden Wire to incur
     any Indebtedness if, after giving effect thereto and to the
     application of the proceeds therefrom, Priority Debt outstanding would
     exceed 20% of Consolidated Total Capitalization.

10.2.     Liens.

          The Company will not, and will not permit any Restricted
Subsidiary to, permit to exist, create, assume or incur, directly or
indirectly, any Lien on its properties or assets, whether now owned or
hereafter acquired (unless, concurrently with the incurrence, assumption or
creation of such Lien, the Company makes, or causes to be made, effective
provision whereby the Notes are equally and ratably secured by a Lien on
the same property or assets), except:

          (a)  Liens existing on property or assets of the Company or any
     Restricted Subsidiary as of the date of this Agreement that are
     described in Schedule 10.2;

          (b)  Liens for taxes, assessments or governmental charges not
     then due and delinquent or the nonpayment of which is permitted by
     Section 9.4;

          (c)  encumbrances in the nature of leases, subleases, zoning
     restrictions, easements, rights of way and other rights and
     restrictions of record on the use of real property and defects in
     title arising or incurred in the ordinary course of business, which,
     individually and in the aggregate, do not materially impair the use or
     value of the property or assets subject thereto;
          (d)  Liens incidental to the conduct of business or the ownership
     of properties and assets (including landlords', lessors', carriers',
     warehousemen's, mechanics', materialmen's and other similar liens) and
     Liens to secure the performance of bids, tenders, leases or trade
     contracts, or to secure statutory obligations (including obligations
     under workers compensation, unemployment insurance and other social


                                     20<PAGE>
<PAGE>

     security legislation), surety or appeal bonds or other Liens of like
     general nature incurred in the ordinary course of business and not in
     connection with the borrowing of money;

          (e)  any attachment or judgment Lien, unless the judgment it
     secures has not, within 60 days after the entry thereof, been
     discharged or execution thereof stayed pending appeal, or has not been
     discharged within 60 days after the expiration of any such stay;
          (f)  Liens securing Indebtedness of a Restricted Subsidiary to
     the Company or to another Restricted Subsidiary and Liens securing
     Indebtedness of the Company to a Restricted Subsidiary;

          (g)  Liens (i) existing on property at the time of its
     acquisition by the Company or a Restricted Subsidiary and not created
     in contemplation thereof, whether or not the Indebtedness secured by
     such Lien is assumed by the Company or a Restricted Subsidiary; or
     (ii) on property created contemporaneously with its acquisition or
     within 180 days of the acquisition or completion of construction
     thereof to secure or provide for all or a portion of the purchaseprice
     or cost of construction of such property after the date of Closing; or
     (iii) existing on property of a Person at the time such Person is
     merged or consolidated with, or becomes a Restricted Subsidiary of, or
     substantially all of its assets are acquired by, the Company or a
     Restricted Subsidiary and not created in contemplation thereof;
     provided that in the case of clauses (i), (ii) and (iii) such Liens do
     not extend to additional property of the Company or any Restricted
     Subsidiary (other than property that is an improvement to or is
     acquired for specific use in connection with the subject property)
     and, in the case of clause (ii) only, that the aggregate principal
     amount of Indebtedness secured by each such Lien does not exceed the
     lesser of the fair market value (determined in good faith by the board
     of directors of the Company) or cost of acquisition or construction of
     the property subject thereto;

          (h)  Liens resulting from extensions, renewals or replacements of
     Liens permitted by paragraphs (a), (f) and (g), provided that (i)
     there is no increase in the principal amount or decrease in maturity
     of the Indebtedness secured thereby at the time of such extension,
     renewal or replacement, (ii) any new Lien attaches only to the same
     property theretofore subject to such earlier Lien and (iii)
     immediately after such extension, renewal or replacement no Default or
     Event of Default would exist; and

          (i)  Additional Liens securing Indebtedness not otherwise
     permitted by paragraphs (a) through (h) above, provided that, at the
     time of creation, assumption or incurrence thereof and immediately
     after giving effect thereto and to the application of the proceeds
     therefrom, Priority Debt outstanding does not exceed 20% of
     Consolidated Total Capitalization.

10.3.     Sale of Assets.

          Except as permitted by Section 10.4, the Company will not, and
will not permit any Restricted Subsidiary to, sell, lease, transfer or
otherwise dispose of, including by way of merger (collectively a
"Disposition"), any assets, including capital stock of Restricted
Subsidiaries, in one or a series of transactions, to any Person, other than
(a) Dispositions in the ordinary course of business, (b) Dispositions by

                                     21<PAGE>
<PAGE>

the Company to a Restricted Subsidiary or by a Restricted Subsidiary to the
Company or another Restricted Subsidiary or (c) other Dispositions not
otherwise permitted by this Section 10.3, provided that the aggregate net
book value of all assets so disposed of in any fiscal year pursuant to this
Section 10.3(c) does not exceed 10% of Consolidated Total Assets as of the
end of the immediately preceding fiscal year.  Notwithstanding the
foregoing, the Company may, or may permit any Restricted Subsidiary to,
make a Disposition and the assets subject to such Disposition shall not be
subject to or included in the foregoing limitation and computation
contained in clause (c) of the preceding sentence to the extent that
(x) such assets are leased back by the Company or any Restricted
Subsidiary, as lessee, within 180 days of the Disposition thereof, or
(y) the net proceeds from such Disposition are within one year of such
Disposition (A) reinvested in productive assets by  the Company or a
Restricted Subsidiary or (B) applied to the payment or prepayment of any
outstanding Indebtedness of the Company or any Restricted Subsidiary that
is not subordinated to the Notes.  Any prepayment of Notes pursuant to this
Section 10.3 shall be in accordance with Sections 8.2 and 8.3, without
regard to the minimum prepayment requirements of Section 8.2.

10.4.     Mergers, Consolidations, etc.

          The Company will not, and will not permit any Restricted
Subsidiary to, consolidate with or merge with any other Person or convey,
transfer, sell or lease all or substantially all of its assets in a single
transaction or series of transactions to any Person except that:

          (a)  the Company may consolidate or merge with any other Person
     or convey, transfer, sell or lease all or substantially all of its
     assets in a single transaction or series of transactions to any
     Person, provided that:

               (i)  the successor formed by such consolidation or the
          survivor of such merger or the Person that acquires by
          conveyance, transfer, sale or lease all or substantially all of
          the assets of the Company as an entirety, as the case may be,
          shall be a solvent corporation organized and existing under the
          laws of the United States, any State thereof (including the
          District of Columbia), Canada or any province thereof, or a
          country within Western Europe, and, if the Company is not such
          corporation, such corporation (x) shall have executed and
          delivered to each holder of any Notes its assumption of the due
          and punctual performance and observance of each covenant and
          condition of this Agreement and the Notes and (y) shall have
          caused to be delivered to each holder of any Notes an opinion of
          independent counsel reasonably satisfactory to the Required
          Holders, to the effect that all agreements or instruments
          effecting such assumption are enforceable in accordance with
          their terms and comply with the terms hereof;

               (ii) the successor formed by such consolidation or the
          survivor of such merger or the Person that acquires by
          conveyance, transfer, sale or lease all or substantially all of
          the assets of the Company as an entirety, as the case may be,
          could incur immediately thereafter $1.00 of additional
          Indebtedness without violating Section 10.1;




                                     22<PAGE>
<PAGE>

               (iii)immediately before and after giving effect to such
          transaction, no Default or Event of Default shall exist; and

          (b)  Any Restricted Subsidiary may (x) merge into the Company
     (provided that the Company is the surviving corporation) or another
     Restricted Subsidiary or (y) sell, transfer or lease all or any part
     of its assets to the Company or another Restricted Subsidiary, or
     (z) merge or consolidate with, or sell, transfer or lease all or
     substantially all of its assets to, any Person in a transaction that
     is permitted by Section 10.3 or, as a result of which, such Person
     becomes an Restricted Subsidiary; provided in each instance set forth
     in clauses (x) through (z) that, immediately before and after giving
     effect thereto, there shall exist no Default or Event of Default and
     provided further, that, in the case of a transaction contemplated by 
     clause (z), if the Restricted Subsidiary is Belden Wire and it is not
     the surviving corporation, the survivor of such merger shall be a
     solvent corporation organized and existing under the laws of the
     United States, any State thereof (including the District of Columbia),
     Canada or any province thereof, or a country within Western Europe,
     and such corporation (A) shall have executed and delivered to each
     holder of any Notes its assumption of the due and punctual performance
     and observance of each covenant and condition of the Belden Wire
     Guaranty, and (B) shall have caused to be delivered to each holder of
     any Notes an opinion of independent counsel reasonably satisfactory to
     the Required Holders, to the effect that all agreements or instruments
     effecting such assumption are enforceable in accordance with their
     terms and comply with the terms hereof; 

No such conveyance, transfer, sale or lease of all or substantially all of
the assets of the Company shall have the effect of releasing the Company or
any successor corporation that shall theretofore have become such in the
manner prescribed in this Section 10.4 from its liability under this
Agreement or the Notes.

10.5.     Disposition of Stock of Restricted Subsidiaries.

     The Company (i) will not permit any Restricted Subsidiary to issue its
capital stock, or any warrants, rights or options to purchase, or
securities convertible into or exchangeable for, such capital stock, to any
Person other than the Company or another Restricted Subsidiary, and (ii)
will not, and will not permit any Restricted Subsidiary to, sell, transfer
or otherwise dispose of any shares of capital stock of a Restricted
Subsidiary if such sale would be prohibited by Section 10.3.  If a
Restricted Subsidiary at any time ceases to be such as a result of a sale
or issuance of its capital stock, any Liens on property of the Company or
any other Restricted Subsidiary securing Indebtedness owed to such
Restricted Subsidiary, which is not contemporaneously repaid, together with
such Indebtedness, shall be deemed to have been incurred by the Company or
such other Restricted Subsidiary, as the case may be, at the time such
Restricted Subsidiary ceases to be a Restricted Subsidiary.










                                     23<PAGE>
<PAGE>

10.6.     Designation of Unrestricted Subsidiaries.

     The Company will not designate Belden Wire as an Unrestricted
Subsidiary.  The Company may designate any other Restricted Subsidiary as
an Unrestricted Subsidiary unless such Subsidiary has been designated an
Unrestricted Subsidiary more than once previously and unless immediately
before and after such designation there exists no Default or Event of
Default.
10.7.     Nature of Business.

          The Company will not, and will not permit any Restricted
Subsidiary to, engage in any business if, as a result, the general nature
of the business in which the Company and its Restricted Subsidiaries, taken
as a whole, would then be engaged would be substantially changed from the
general nature of the business in which the Company and its Restricted
Subsidiaries, taken as a whole, are engaged on the date of this Agreement
as described in the Memorandum.

10.8.     Transactions with Affiliates.

          The Company will not and will not permit any Restricted
Subsidiary to enter into directly or indirectly any Material transaction or
Material group of related transactions (including without limitation the
purchase, lease, sale or exchange of properties of any kind or the
rendering of any service) with any Affiliate (other than the Company or
another Restricted Subsidiary), except upon fair and reasonable terms no
less favorable to the Company or such Restricted Subsidiary than would be
obtainable in a comparable arm's-length transaction with a Person not an
Affiliate.


11.  EVENTS OF DEFAULT.

          An "Event of Default" shall exist if any of the following
conditions or events shall occur and be continuing:

          (a)  the Company defaults in the payment of any principal or
     Make-Whole Amount, if any, on any Note when the same becomes due and
     payable, whether at maturity or at a date fixed for prepayment or by
     declaration or otherwise; or

          (b)  the Company defaults in the payment of any interest on any
     Note for more than five Business Days after the same becomes due and
     payable; or

          (c)  the Company defaults in the performance of or compliance
     with any term contained in Section 7.1(e) or Sections 10.1 through
     10.8; or

          (d)  the Company defaults in the performance of or compliance
     with any term contained herein (other than those referred to in
     paragraphs (a), (b) and (c) of this Section 11) and such default is
     not remedied within 30 days after the earlier of (i) a Responsible
     Officer obtaining actual knowledge of such default and (ii) the
     Company receiving written notice of such default from any holder of a
     Note (any such written notice to be identified as a "notice of
     default"); or



                                     24<PAGE>
<PAGE>

          (e)  any representation or warranty made in writing by or on
     behalf of the Company or Belden Wire or by any officer of the Company
     or Belden Wire in this Agreement or the Belden Wire Guaranty or in any
     writing furnished in connection with the transactions contemplated
     hereby proves to have been false or incorrect in any material respect
     on the date as of which made; or

          (f)  (i) the Company or any Restricted Subsidiary is in default
     (as principal or as guarantor or other surety) in the payment of any
     principal of or premium or make-whole amount or interest on any
     Indebtedness that is outstanding in an aggregate principal amount in
     excess of 5% of Adjusted Consolidated Net Worth (as of the end of the
     most recently completed fiscal period of the Company) beyond any
     period of grace provided with respect thereto, or (ii) the Company or
     any Restricted Subsidiary is in default in the performance of or
     compliance with any term of any evidence of any Indebtedness that is
     outstanding in an aggregate principal amount in excess of 5% of
     Adjusted Consolidated Net Worth (as of the end of the most recently
     completed fiscal period of the Company) or of any mortgage, indenture
     or other agreement relating thereto or any other condition exists, and
     as a consequence of such default or condition such Indebtedness has
     become, or has been declared, due and payable before its stated
     maturity or before its regularly scheduled dates of payment, or (iii)
     as a consequence of the occurrence or continuation of any event or
     condition (other than the giving of notice of optional redemption, the
     passage of time or the right of the holder of Indebtedness to convert
     such Indebtedness into equity interests), the Company or any
     Restricted Subsidiary has become obligated to purchase or repay
     Indebtedness before its regular maturity or before its regularly
     scheduled dates of payment in an aggregate outstanding principal
     amount in excess of 5% of Adjusted Consolidated Net Worth (as of the
     end of the most recently completed fiscal period of the Company); or

          (g)  the Company or any Material Restricted Subsidiary (i) is
     generally not paying, or admits in writing its inability to pay, its
     debts as they become due, (ii) files, or consents by answer or
     otherwise to the filing against it of, a petition for relief or
     reorganization or arrangement or any other petition in bankruptcy, for
     liquidation or to take advantage of any bankruptcy, insolvency,
     reorganization, moratorium or other similar law of any jurisdiction,
     (iii) makes an assignment for the benefit of its creditors,
     (iv) consents to the appointment of a custodian, receiver, trustee or
     other officer with similar powers with respect to it or with respect
     to any substantial part of its property, (v) is adjudicated as
     insolvent or to be liquidated, or (vi) takes corporate action for the
     purpose of any of the foregoing; or

          (h)  a court or governmental authority of competent jurisdiction
     enters an order appointing, without consent by the Company or any
     Material Restricted Subsidiary, a custodian, receiver, trustee or
     other officer with similar powers with respect to it or with respect
     to any substantial part of its property, or constituting an order for
     relief or approving a petition for relief or reorganization or any
     other petition in bankruptcy or for liquidation or to take advantage
     of any bankruptcy or insolvency law of any jurisdiction, or ordering
     the dissolution, winding-up or liquidation of the Company or any
     Material Restricted Subsidiary, or any such petition shall be filed
     against the Company or any Material Restricted Subsidiary and such


                                     25<PAGE>
<PAGE>

     petition shall not be dismissed within 60 days; or

          (i)  a final judgment or judgments for the payment of money
     aggregating in excess of 5% of Adjusted Consolidated Net Worth (as of
     the end of the most recently completed fiscal period of the Company)
     are rendered against one or more of the Company and its Material
     Restricted Subsidiaries, which judgments are not, within 60 days after
     entry thereof, bonded, discharged or stayed pending appeal, or are not
     discharged within 60 days after the expiration of such stay; or

          (j)  if (i) any Plan shall fail to satisfy the minimum funding
     standards of ERISA or the Code for any plan year or part thereof or a
     waiver of such standards or extension of any amortization period is 
     sought or granted under section 412 of the Code, (ii) a notice of
     intent to terminate any Plan shall have been or is reasonably expected
     to be filed with the PBGC or the PBGC shall have instituted
     proceedings under ERISA section 4042 to terminate or appoint a trustee
     to administer any Plan or the PBGC shall have notified the Company or
     any ERISA Affiliate that a Plan may become a subject of any such
     proceedings, (iii) the aggregate "amount of unfunded benefit
     liabilities" (within the meaning of section 4001(a)(18) of ERISA)
     under all Plans, other than the Top Hat Plans, determined in
     accordance with Title IV of ERISA, shall exceed 5% of Adjusted
     Consolidated Net Worth (as of the end of the most recently completed
     fiscal period of the Company), (iv) the Company or any ERISA Affiliate
     shall have incurred or is reasonably expected to incur any liability
     pursuant to Title I or IV of ERISA or the penalty or excise tax
     provisions of the Code relating to employee benefit plans, (v) the
     Company or any ERISA Affiliate withdraws from any Multiemployer Plan,
     or (vi) the Company or any Subsidiary establishes or amends any
     employee welfare benefit plan that provides post-employment welfare
     benefits in a manner that would increase the liability of the Company
     or any Subsidiary thereunder; and any such event or events described
     in clauses (i) through (vi) above, either individually or together
     with any other such event or events, could reasonably be expected to
     have a Material Adverse Effect; or

          (k)  the Belden Wire Guaranty ceases to be in full force and
     effect as a result of acts taken by the Company or Belden Wire or is
     declared to be null and void in whole or in material part by a court
     or other governmental or regulatory authority having jurisdiction or
     the validity or enforceability thereof shall be contested by any of
     the Company or Belden Wire or either of them renounces any of the same
     or denies that it has any or further liability thereunder.

As used in Section 11(j), the terms "employee benefit plan" and "employee
welfare benefit plan" shall have the respective meanings assigned to such
terms in Section 3 of ERISA.












                                     26<PAGE>
<PAGE>

12.  REMEDIES ON DEFAULT, ETC.

12.1.     Acceleration.
          (a)  If an Event of Default with respect to the Company or Belden
     Wire described in paragraph (g) or (h) of Section 11 (other than an
     Event of Default described in clause (i) of paragraph (g) or described
     in clause (vi) of paragraph (g) by virtue of the fact that such clause
     encompasses clause (i) of paragraph (g)) has occurred, all the Notes
     then outstanding shall automatically become immediately due and
     payable.

          (b)  If any other Event of Default has occurred and is
     continuing, any holder or holders of more than 33% in principal amount
     of the Notes at the time outstanding may at any time at its or their
     option, by notice or notices to the Company, declare all the Notes
     then outstanding to be immediately due and payable.

          (c)  If any Event of Default described in paragraph (a) or (b) of
     Section 11 has occurred and is continuing, any holder or holders of
     Notes at the time outstanding affected by such Event of Default may at
     any time, at its or their option, by notice or notices to the Company,
     declare all the Notes held by it or them to be immediately due and
     payable.

          Upon any Notes becoming due and payable under this Section 12.1,
whether automatically or by declaration, such Notes will forthwith mature
and the entire unpaid principal amount of such Notes, plus (x) all accrued
and unpaid interest thereon and (y) the Make-Whole Amount determined in
respect of such principal amount (to the full extent permitted by
applicable law), shall all be immediately due and payable, in each and
every case without presentment, demand, protest or further notice, all of
which are hereby waived.  The Company acknowledges, and the parties hereto
agree, that each holder of a Note has the right to maintain its investment
in the Notes free from repayment by the Company (except as herein
specifically provided for) and that the provision for payment of a Make-
Whole Amount by the Company in the event that the Notes are prepaid or are
accelerated as a result of an Event of Default, is intended to provide
compensation for the deprivation of such right under such circumstances.

12.2.     Other Remedies.

          If any Default or Event of Default has occurred and is
continuing, and irrespective of whether any Notes have become or have been
declared immediately due and payable under Section 12.1, the holder of any
Note at the time outstanding may proceed to protect and enforce the rights
of such holder by an action at law, suit in equity or other appropriate
proceeding, whether for the specific performance of any agreement contained
herein or in any Note, or for an injunction against a violation of any of
the terms hereof or thereof, or in aid of the exercise of any power granted
hereby or thereby or by law or otherwise.

12.3.     Rescission.

          At any time after any Notes have been declared due and payable
pursuant to clause (b) or (c) of Section 12.1, the holders of not less than
67% in principal amount of the Notes then outstanding, by written notice to
the Company, may rescind and annul any such declaration and its
consequences if (a) the Company has paid all overdue interest on the Notes,

                                     27<PAGE>
<PAGE>

all principal of and Make-Whole Amount, if any, on any Notes that are due
and payable and are unpaid other than by reason of such declaration, and
all interest on such overdue principal and Make-Whole Amount, if any, and
(to the extent permitted by applicable law) any overdue interest in respect
of the Notes, at the Default Rate, (b) all Events of Default and Defaults,
other than non-payment of amounts that have become due solely by reason of
such declaration, have been cured or have been waived pursuant to
Section 17, and (c) no judgment or decree has been entered for the payment
of any monies due pursuant hereto or to the Notes.  No rescission and
annulment under this Section 12.3 will extend to or affect any subsequent
Event of Default or Default or impair any right consequent thereon.

12.4.     No Waivers or Election of Remedies, Expenses, etc.

          No course of dealing and no delay on the part of any holder of
any Note in exercising any right, power or remedy shall operate as a waiver
thereof or otherwise prejudice such holder's rights, powers or remedies. 
No right, power or remedy conferred by this Agreement or by any Note upon
any holder thereof shall be exclusive of any other right, power or remedy
referred to herein or therein or now or hereafter available at law, in
equity, by statute or otherwise.  Without limiting the obligations of the
Company under Section 15, the Company will pay to the holder of each Note
on demand such further amount as shall be sufficient to cover all costs and
expenses of such holder incurred in any enforcement or collection under
this Section 12, including, without limitation, reasonable attorneys' fees,
expenses and disbursements.
13.  REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

13.1.     Registration of Notes.

          The Company shall keep at its principal executive office a
register for the registration and registration of transfers of Notes.  The
name and address of each holder of one or more Notes, each transfer thereof
and the name and address of each transferee of one or more Notes shall be
registered in such register.  Prior to due presentment for registration of
transfer, the Person in whose name any Note shall be registered shall be
deemed and treated as the owner and holder thereof for all purposes hereof,
and the Company shall not be affected by any notice or knowledge to the
contrary.  The Company shall give to any holder of a Note that is an
Institutional Investor, promptly upon request therefor, a complete and
correct copy of the names and addresses of all registered holders of Notes.

13.2.     Transfer and Exchange of Notes.

          Upon surrender of any Note at the principal executive office of
the Company for registration of transfer or exchange (and in the case of a
surrender for registration of transfer, duly endorsed or accompanied by a
written instrument of transfer duly executed by the registered holder of
such Note or his attorney duly authorized in writing and accompanied by the
address for notices of each transferee of such Note or part thereof), the
Company shall execute and deliver, at the Company's expense (except as
provided below), one or more new Notes (as requested by the holder thereof)
of the same series in exchange therefor, in an aggregate principal amount
equal to the unpaid principal amount of the surrendered Note.  Each such
new Note shall be payable to such Person as such holder may request and
shall be substantially in the form of Note established for such series. 
Each such new Note shall be dated and bear interest from the date to which


                                     28<PAGE>
<PAGE>

interest shall have been paid on the surrendered Note or dated the date of
the surrendered Note if no interest shall have been paid thereon.  The
Company may require payment of a sum sufficient to cover any stamp tax or
governmental charge imposed in respect of any such transfer of Notes. Notes
shall not be transferred in denominations of less than $500,000, provided
that if necessary to enable the registration of transfer by a holder of its
entire holding of Notes, one Note may be in a denomination of less than
$500,000.  Any transferee, by its acceptance of a Note registered in its
name (or the name of its nominee), shall be deemed to have made the
representation set forth in Section 6.2.

13.3.     Replacement of Notes.

          Upon receipt by the Company of evidence reasonably satisfactory
to it of the ownership of and the loss, theft, destruction or mutilation of
any Note (which evidence shall be, in the case of an Institutional
Investor, notice from such Institutional Investor of such ownership and
such loss, theft, destruction or mutilation), and
          
          
          (a)  in the case of loss, theft or destruction, of indemnity
     reasonably satisfactory to it (provided that if the holder of such
     Note is, or is a nominee for, an original Purchaser or another
     Institutional Investor holder of a Note with a minimum net worth of at
     least $50,000,000, such Person's own unsecured agreement of indemnity
     shall be deemed to be satisfactory), or
          (b)  in the case of mutilation, upon surrender and cancellation
     thereof,

the Company at its own expense shall execute and deliver, in lieu thereof,
a new Note of the same series, dated and bearing interest from the date to
which interest shall have been paid on such lost, stolen, destroyed or
mutilated Note or dated the date of such lost, stolen, destroyed or
mutilated Note if no interest shall have been paid thereon.

14.  PAYMENTS ON NOTES.

14.1.     Place of Payment.

          Subject to Section 14.2, payments of principal, Make-Whole
Amount, if any, and interest becoming due and payable on the Notes shall be
made in Chicago, Illinois at the principal office of Bank of America
National Trust & Savings Association in such jurisdiction.  The Company may
at any time, by notice to each holder of a Note, change the place of
payment of the Notes so long as such place of payment shall be either the
principal office of the Company in such jurisdiction or the principal
office of a bank or trust company in such jurisdiction.

14.2.     Home Office Payment.

          So long as you or your nominee shall be the holder of any Note,
and notwithstanding anything contained in Section 14.1 or in such Note to
the contrary, the Company will pay all sums becoming due on such Note for
principal, Make-Whole Amount, if any, and interest by the method and at the
address specified for such purpose below your name in Schedule A, or by
such other method or at such other address as you shall have from time to
time specified to the Company in writing for such purpose, without the
presentation or surrender of such Note or the making of any notation

                                     29<PAGE>
<PAGE>

thereon, except that upon written request of the Company made concurrently
with or reasonably promptly after payment or prepayment in full of any
Note, you shall surrender such Note for cancellation, reasonably promptly
after any such request, to the Company at its principal executive office or
at the place of payment most recently designated by the Company pursuant to
Section 14.1.  Prior to any sale or other disposition of any Note held by
you or your nominee you will, at your election, either endorse thereon the
amount of principal paid thereon and the last date to which interest has
been paid thereon or surrender such Note to the Company in exchange for a
new Note or Notes pursuant to Section 13.2.  The Company will afford the
benefits of this Section 14.2 to any Institutional Investor that is the
direct or indirect transferee of any Note purchased by you under this
Agreement and that has made the same agreement relating to such Note as you
have made in this Section 14.2.

15.  EXPENSES, ETC.

15.1.     Transaction Expenses.

          Whether or not the transactions contemplated hereby are
consummated, the Company will pay all costs and expenses (including
reasonable attorneys' fees of one special counsel for you and the Other
Purchasers collectively and, if reasonably required, local or other
counsel) incurred by you and each Other Purchaser or holder of a Note in
connection with such transactions and in connection with any amendments,
waivers or consents under or in respect of this Agreement or the Notes
(whether or not such amendment, waiver or consent becomes effective),
including, without limitation: (a) the reasonable costs and expenses
incurred in enforcing or defending (or determining whether or how to
enforce or defend) any rights under this Agreement or the Notes or in
responding to any subpoena or other legal process or informal investigative
demand issued in connection with this Agreement or the Notes, or by reason
of being a holder of any Note, and (b) the costs and expenses, including
financial advisors' fees, incurred in connection with the insolvency or
bankruptcy of the Company or any Subsidiary or in connection with any work-
out or restructuring of the transactions contemplated hereby and by the
Notes.  The Company will pay, and will save you and each other holder of a
Note harmless from, all claims in respect of any fees, costs or expenses if
any, of brokers and finders (other than those retained by you).

15.2.     Survival.

          The obligations of the Company under this Section 15 will survive
the payment or transfer of any Note, the enforcement, amendment or waiver
of any provision of this Agreement or the Notes, and the termination of
this Agreement.

16.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

          All representations and warranties contained herein shall survive
the execution and delivery of this Agreement and the Notes, the purchase or
transfer by you of any Note or portion thereof or interest therein and the
payment of any Note, and may be relied upon by any subsequent holder of a
Note, regardless of any investigation made at any time by or on behalf of
you or any other holder of a Note.  All statements contained in any
certificate or other instrument delivered by or on behalf of the Company
pursuant to this Agreement  shall be deemed representations and warranties
of the Company under this Agreement.  Subject to the preceding sentence,


                                     30<PAGE>
<PAGE>

this Agreement and the Notes embody the entire agreement and understanding
between you and the Company and supersede all prior agreements and
understandings relating to the subject matter hereof.

17.  AMENDMENT AND WAIVER.

17.1.     Requirements.

          This Agreement and the Notes may be amended, and the observance
of any term hereof or of the Notes may be waived (either retroactively or
prospectively), with (and only with) the written consent of the Company and
the Required Holders, except that (a) no amendment or waiver of any of the
provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term
(as it is used therein), will be effective as to you unless consented to by
you in writing, and (b) no such amendment or waiver may, without the
written consent of the holder of each Note at the time outstanding affected
thereby, (i) subject to the provisions of Section 12 relating to
acceleration or rescission, change the amount or time of any prepayment or
payment of principal of, or reduce the rate or change the time of payment
or method of computation of interest or of the Make-Whole Amount on, the
Notes, (ii) change the percentage of the principal amount of the Notes the
holders of which are required to consent to any such amendment or waiver,
or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

17.2.     Solicitation of Holders of Notes.

          (a)  Solicitation.  The Company will provide each holder of the
     Notes (irrespective of the amount of Notes then owned by it) with
     sufficient information, sufficiently far in advance of the date a
     decision is required, to enable such holder to make an informed and
     considered decision with respect to any proposed amendment, waiver or
     consent in respect of any of the provisions hereof or of the Notes. 
     The Company will deliver executed or true and correct copies of each
     amendment, waiver or consent effected pursuant to the provisions of
     this Section 17 to each holder of outstanding Notes promptly following
     the date on which it is executed and delivered by, or receives the
     consent or approval of, the requisite holders of Notes.

          (b)  Payment.  The Company will not directly or indirectly pay or
     cause to be paid any remuneration, whether by way of supplemental or
     additional interest, fee or otherwise, or grant any security, to any
     holder of Notes as consideration for or as an inducement to the
     entering into by any holder of Notes or any waiver or amendment of any
     of the terms and provisions hereof unless such remuneration is
     concurrently paid, or security is concurrently granted, on the same
     terms, ratably to each holder of Notes then outstanding even if such
     holder did not consent to such waiver or amendment.

17.3.     Binding Effect, etc.

          Any amendment or waiver consented to as provided in this
Section 17 applies equally to all holders of Notes and is binding upon them
and upon each future holder of any Note and upon the Company without regard
to whether such Note has been marked to indicate such amendment or waiver. 
No such amendment or waiver will extend to or affect any obligation,
covenant, agreement, Default or Event of Default not expressly amended or
waived or impair any right consequent thereon.  No course of dealing
between the Company and the holder of any Note nor any delay in exercising
any rights hereunder or under any Note shall operate as a waiver of any

                                     31<PAGE>
<PAGE>

rights of any holder of such Note.  As used herein, the term "this
Agreement" or "the Agreement" and references thereto shall mean this
Agreement as it may from time to time be amended or supplemented.

17.4.      Notes held by Company, etc.

          Solely for the purpose of determining whether the holders of the
requisite percentage of the aggregate principal amount of Notes then
outstanding approved or consented to any amendment, waiver or consent to be
given under this Agreement or the Notes, or have directed the taking of any
action provided herein or in the Notes to be taken upon the direction of
the holders of a specified percentage of the aggregate principal amount of
Notes then outstanding, Notes directly or indirectly owned by the Company
or any of its Affiliates shall be deemed not to be outstanding.
18.  NOTICES.

          All notices and communications provided for hereunder shall be in
writing and sent (a) by telecopy if the sender on the same day sends a
confirming copy of such notice by a recognized overnight delivery service
(charges prepaid), or (b) by registered or certified mail with return
receipt requested (postage prepaid), or (c) by a recognized overnight
delivery service (with charges prepaid).  Any such notice must be sent:

               (i)  if to you or your nominee, to you or it at the address
          specified for such communications in Schedule A, or at such other
          address as you or it shall have specified to the Company in
          writing,

               (ii) if to any other holder of any Note, to such holder at
          such address as such other holder shall have specified to the
          Company in writing, or

               (iii)     if to the Company, to the Company at its address
          set forth at the beginning hereof to the attention of Richard K.
          Reece, Vice President, Finance, Treasurer and Chief Financial
          Officer, or at such other address as the Company shall have
          specified to the holder of each Note in writing.

Notices under this Section 18 will be deemed given only when actually
received.

19.  REPRODUCTION OF DOCUMENTS.

          This Agreement and all documents relating thereto, including,
without limitation, (a) consents, waivers and modifications that may
hereafter be executed, (b) documents received by you at the Closing (except
the Notes themselves), and (c) financial statements, certificates and other
information previously or hereafter furnished to you, may be reproduced by
you by any photographic, photostatic, microfilm, microcard, miniature
photographic or other similar process and you may destroy any original
document so reproduced.  The Company agrees and stipulates that, to the
extent permitted by applicable law, any such reproduction shall be
admissible in evidence as the original itself in any judicial or
administrative proceeding (whether or not the original is in existence and
whether or not such reproduction was made by you in the regular course of
business) and any enlargement, facsimile or further reproduction of such
reproduction shall likewise be admissible in evidence.  This Section 19
shall not prohibit the Company or any other holder of Notes from contesting

                                     32<PAGE>
<PAGE>

any such reproduction to the same extent that it could contest the
original, or from introducing evidence to demonstrate the inaccuracy of any
such reproduction.

20.  CONFIDENTIAL INFORMATION.
          For the purposes of this Section 20, "Confidential Information"
means information delivered to you by or on behalf of the Company or any
Subsidiary in connection with the transactions contemplated by or otherwise
pursuant to this Agreement that is proprietary in nature and that was
clearly marked or labeled or otherwise adequately identified when received
by you as being confidential information of the Company or such Subsidiary,
provided that such term does not include information that (a) was publicly
known or otherwise known to you prior to the time of such disclosure,
(b) subsequently becomes publicly known through no act or omission by you
or any person acting on your behalf, (c) otherwise becomes known to you
other than through disclosure by the Company or any Subsidiary or (d)
constitutes financial statements delivered to you under Section 7.1 that
are otherwise publicly available.  You will maintain the confidentiality of
such Confidential Information in accordance with procedures adopted by you
in good faith to protect confidential information of third parties
delivered to you, provided that you may deliver or disclose Confidential
Information to (i) your directors, officers, employees, agents, attorneys
and affiliates (to the extent such disclosure reasonably relates to the
administration of the investment represented by your Notes), (ii) your
financial advisors and other professional advisors who agree to hold
confidential the Confidential Information substantially in accordance with
the terms of this Section 20, (iii) any other holder of any Note, (iv) any
Institutional Investor to which you sell or offer to sell such Note or any
part thereof or any participation therein (if such Person has agreed in
writing prior to its receipt of such Confidential Information to be bound
by the provisions of this Section 20), (v) any Person from which you offer
to purchase any security of the Company (if such Person has agreed in
writing prior to its receipt of such Confidential Information to be bound
by the provisions of this Section 20), (vi) any federal or state regulatory
authority having jurisdiction over you, (vii) the National Association of
Insurance Commissioners or any similar organization, or any nationally
recognized rating agency that requires access to information about your
investment portfolio or (viii) any other Person to which such delivery or
disclosure may be necessary or appropriate (w) to effect compliance with
any law, rule, regulation or order applicable to you, (x) in response to
any subpoena or other legal process, (y) in connection with any litigation
to which you are a party or (z) if an Event of Default has occurred and is
continuing, to the extent you may reasonably determine such delivery and
disclosure to be necessary or appropriate in the enforcement or for the
protection of the rights and remedies under your Notes and this Agreement. 
Each holder of a Note, by its acceptance of a Note, will be deemed to have
agreed to be bound by and to be entitled to the benefits of this Section 20
as though it were a party to this Agreement.  On reasonable request by the
Company in connection with the delivery to any holder of a Note of
information required to be delivered to such holder under this Agreement or
requested by such holder (other than a holder that is a party to this
Agreement or its nominee), such holder will enter into an agreement with
the Company embodying the provisions of this Section 20.






                                     33<PAGE>
<PAGE>

21.  SUBSTITUTION OF PURCHASER.

          You shall have the right to substitute any one of your Affiliates
as the purchaser of the Notes that you have agreed to purchase hereunder,
by written notice to the Company, which notice shall be signed by both you
and such Affiliate, shall contain such Affiliate's agreement to be bound by
this Agreement and shall contain a confirmation by such Affiliate of the
accuracy with respect to it of the representations set forth in Section 6. 
Upon receipt of such notice, wherever the word "you" is used in this
Agreement (other than in this Section 21), such word shall be deemed to
refer to such Affiliate in lieu of you.  In the event that such Affiliate
is so substituted as a purchaser hereunder and such Affiliate thereafter
transfers to you all of the Notes then held by such Affiliate, upon receipt
by the Company of notice of such transfer, wherever the word "you" is used
in this Agreement (other than in this Section 21), such word shall no
longer be deemed to refer to such Affiliate, but shall refer to you, and
you shall have all the rights of an original holder of the Notes under this
Agreement.

22.  MISCELLANEOUS.

22.1.     Successors and Assigns.

          All covenants and other agreements contained in this Agreement by
or on behalf of any of the parties hereto bind and inure to the benefit of
their respective successors and assigns (including, without limitation, any
subsequent holder of a Note) whether so expressed or not.

22.2.     Payments Due on Non-Business Days.

          Anything in this Agreement or the Notes to the contrary
notwithstanding, any payment of principal of or Make-whole Amount or
interest on any Note that is due on a date other than a Business Day shall
be made on the next succeeding Business Day without including the
additional days elapsed in the computation of the interest payable on such
next succeeding Business Day.

22.3.     Severability.

          Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall (to the full extent permitted by
law) not invalidate or render unenforceable such provision in any other
jurisdiction.

22.4.     Construction.

          Each covenant contained herein shall be construed (absent express
provision to the contrary) as being independent of each other covenant
contained herein, so that compliance with any one covenant shall not
(absent such an express contrary provision) be deemed to excuse compliance
with any other covenant.  Where any provision herein refers to action to be
taken by any Person, or which such Person is prohibited from taking, such
provision shall be applicable whether such action is taken directly or
indirectly by such Person.



                                     34<PAGE>
<PAGE>

22.5.     Counterparts.

          This Agreement may be executed in any number of counterparts,
each of which shall be an original but all of which together shall
constitute one instrument.  Each counterpart may consist of a number of
copies hereof, each signed by less than all, but together signed by all, of
the parties hereto.

22.6.     Governing Law.
          This Agreement shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the law of the
State of Illinois excluding choice-of-law principles of the law of such
State that would require the application of the laws of a jurisdiction
other than such State.

                    *    *    *    *    *











































                                     35 <PAGE>
 
<PAGE>

          If you are in agreement with the foregoing, please sign the form
of agreement on the accompanying counterpart of this Agreement and return
it to the Company, whereupon the foregoing shall become a binding agreement
between you and the Company.
                              
                             Very truly yours,
                             
                             BELDEN INC.
                             
                             
                             By:     /s/  Richard K. Reece       
                             Name:   Richard K. Reece
                             Title:  Vice President, Finance, Treasurer
                                     and Chief Financial Officer













































                                         36 <PAGE>
<PAGE> 


The foregoing is agreed 
to as of the date thereof.


AID ASSOCIATION FOR LUTHERANS


By:       /s/  James Abitz              
Name:     James Abitz                    
Title:    Vice President - Securities        


MUTUAL OF OMAHA INSURANCE COMPANY


By:       /s/  Edwin H. Garrison Jr.          
Name:     Edwin H. Garrison Jr.              
Title:    First Vice President               


UNITED OF OMAHA LIFE INSURANCE
    COMPANY


By:       /s/  Edwin H. Garrison Jr.          
Name:     Edwin H. Garrison Jr.              
Title:    First Vice President               


NATIONWIDE MUTUAL INSURANCE 
   COMPANY


By:       /s/  Edwin P. McCausland, Jr.       
Name:     Edwin P. McCausland, Jr.      
Title:    Vice President           
          Fixed-Income Securities  


STATE FARM LIFE INSURANCE COMPANY


By:       /s/  John S. Conklin               
Name:     John S. Conklin               
Title:    Vice President - Fixed Income 


By:       /s/  Lyle Triebwasser              
Name:     Lyle Triebwasser              
Title:    Investment Officer            









                                     37<PAGE>


<PAGE>

PRINCIPAL MUTUAL LIFE INSURANCE
    COMPANY


By:       /s/  Warren Shank             
Name:     Warren Shank             
Title:    Counsel                  


By:       /s/  Austin Ramzy             
Name:     Austin Ramzy             
Title:    Assistant Director            
          Investment Securities         


NIPPON LIFE INSURANCE COMPANY
   OF AMERICA, an Iowa corporation, by its
   attorney in fact, Principal Mutual Life 
   Insurance Company, an Iowa corporation


By:       /s/  Warren Shank             
Name:     Warren Shank             
Title:    Counsel                  


By:       /s/  Austin Ramzy             
Name:     Austin Ramzy             
Title:    Assistant Director            
          Investment Securities         

BERKSHIRE LIFE INSURANCE COMPANY


By:       /s/ Ellen I. Whittaker             
Name:     Ellen I. Whittaker            
Title:    Investment Officer            





















                                     38 <PAGE>
 

<PAGE>

                                             SCHEDULE A


                INFORMATION RELATING TO PURCHASERS

                                            Principal Amount of 
Name and Address of Purchaser               Notes to be Purchased

AID ASSOCIATION FOR LUTHERANS                     $24,000,000

(1)  All payments of principal, interest and premium on the account of the
     security shall be made by wire transfer of immediately available funds
     to:

     CITIBANK, NYC/CUST.
     ABA #021-000-089
     DDA #36112805
     Attn:  John Colavito
     Ref. Account #846647
     Aid Association for Lutherans Custody Account
     Ref. Information: security description, PPN, payable date, principal
     and interest   breakdown, and interest rate if variable rate

(2)  All notices of payments and written confirmations of such wire
     transfers:

     Investment Department
     Aid Association for Lutherans
     4321 North Ballard Road
     Appleton, WI  54919
     
     AND
     
     Income Collection and Disbursement
     Ref. Account #846647
     Aid Association for Lutherans Custody Account
     Citicorp Services Inc.
     1410 N. Westshore Blvd.
     4th Floor
     Tampa, FL  33607

(3)  Deliver securities to:

     Mr. Danny Reyes
     Ref. Account #846647
     Aid Association for Lutherans Custody Account
     Citibank
     Level C
     20 Exchange Place
     New York, NY  10043(4)   All other communications:

     Investment Department
     Aid Association for Lutherans
     4321 North Ballard Road
     Appleton, WI  54919
     Tax ID #39-0123480


                                    Schedule A<PAGE>
 


<PAGE>

                                             SCHEDULE A

             INFORMATION RELATING TO PURCHASERS

                                       Principal Amount of 
Name and Address of Purchaser          Notes to be Purchased

MUTUAL OF OMAHA INSURANCE COMPANY                 $11,000,000

(1)  All payments by wire transfer of immediately available funds to:

          First National Bank Omaha
          ABA #1040-00016
          16th & Dodge Streets
          Omaha, NE  68102
          
          For credit to:
          Mutual of Omaha Insurance Company
          Account #26-743587
          For payment on:                     
          Interest Amount:  
          Principal Amount:
          
(2)  Address for delivery of securities:

          Mutual of Omaha Insurance Company
          Attention:  Investments/Securities Accounting
          Mutual of Omaha Plaza
          Omaha, NE  68175

(3)  All notices of payments and written confirmations of such wire
transfers:

          Mutual of Omaha Insurance Company
          Attention:  Investments/Investment Accounting
          Mutual of Omaha Plaza
          Omaha, NE  68175

(4)  All other communications:

          Mutual of Omaha Insurance Company 
          Attention:  Investment Division
          Mutual of Omaha Plaza
          Omaha, NE  68175

Tax Identification No.  47-0246511












                                    Schedule A               

                                        2 <PAGE>
 

<PAGE>

                                             SCHEDULE A

             INFORMATION RELATING TO PURCHASERS

                                       Principal Amount of 
Name and Address of Purchaser          Notes to be Purchased

UNITED OF OMAHA LIFE INSURANCE COMPANY            $4,000,000

(1)  All payments by wire transfer of immediately available funds to:

          First Bank, N.A.
          ABA #1040-0002-9
          17th & Farnam Streets
          Omaha, NE  
          
          For credit to:
          United of Omaha Life Insurance Company
          Account #1-487-1447-0769
          For payment on:                     
          Interest Amount:  
          Principal Amount:
          
(2)  Address for delivery of securities:

          United of Omaha Life Insurance Company
          Attention:  Investments/Securities Accounting
          Mutual of Omaha Plaza
          Omaha, NE  68175

(3)  All notices of payments and written confirmations of such wire
     transfers:

          United of Omaha Life Insurance Company
          Attention:  Investments/Securities Accounting
          Mutual of Omaha Plaza
          Omaha, NE  68175

(4)  All other communications:

          United of Omaha Life Insurance Company 
          Attention:  Investment Division
          Mutual of Omaha Plaza
          Omaha, NE  68175

Tax Identification No.  47-0322111












                                    Schedule A               

                                        3 <PAGE>
 

<PAGE>

                                             SCHEDULE A

             INFORMATION RELATING TO PURCHASERS

                                       Principal Amount of 
Name and Address of Purchaser          Notes to be Purchased

NATIONWIDE MUTUAL INSURANCE COMPANY               $15,000,000

(1)  All payments by wire transfer of immediately available funds to:

          The Bank of New York
          ABA# 021-000-018
          BNF: IOC566
          F/A/O Nationwide Mutual Insurance Company
          Attn: P&I Department
          PPN:  077459 A* 6
          Security Description:                         

(2)  Address for delivery of securities:

          The Bank of New York
          One Wall Street
          3rd Floor - Window A
          New York, NY  10286
          F/A/O Nationwide Mutual Insurance Co. Acct# 264232

(3)  All notices of payment and written confirmations of such wire
transfers and notices in respect of the security:

          Nationwide Mutual Insurance Company 
          c/o The Bank of New York
          P.O. Box 19266
          Attn:  P&I Department
          Newark, NJ  07195
          
     with a copy to:
          
          Nationwide Mutual Insurance Company
          Attn:  Investment Accounting
          One Nationwide Plaza  (1-32-05)
          Columbus, OH  43215-2220
(4)  All other communications:

          Nationwide Mutual Insurance Company 
          One Nationwide Plaza  (1-33-07)
          Columbus, OH  43215-2220
          Attn:  Corporate Fixed-Income Securities

Tax Identification No.  31-4177100








                                    Schedule A               

                                        4 <PAGE>
 

<PAGE>

                                             SCHEDULE A

              INFORMATION RELATING TO PURCHASERS

                                       Principal Amount of 
Name and Address of Purchaser          Notes to be Purchased

STATE FARM LIFE INSURANCE COMPANY                 $10,000,000

  (1)     All payments on account of the Notes shall be made by wire
transfer of immediately available funds to:

          The Chase Manhattan Bank
          FED ABA  No. 021000021
          SSG Private Income Processing
          A/C #900-9-000200 For Credit to Account No. G-06893
          Ref:  Belden Inc.
          6.92% Senior Notes, Series 1997-A, due August 11, 2009
          PPN:  077459 A* 6
          
(2)  Address for all notices in respect of payment:

          State Farm Life Insurance Company
          One State Farm Plaza
          Investment Accounting Dept./D-2
          Bloomington, IL  61710

(3)  Address for all other correspondence:

          State Farm Life Insurance Company 
          One State Farm Plaza
          Investment Dept./E-10
          Corporate Fixed Income
          Bloomington, IL  61710

Tax Identification No.  37-0533090






















                                    Schedule A               

                                        5 <PAGE>
 

<PAGE>

                                             SCHEDULE A

             INFORMATION RELATING TO PURCHASERS

                                       Principal Amount of 
Name and Address of Purchaser         Notes to be Purchased

PRINCIPAL MUTUAL LIFE INSURANCE COMPANY           $7,000,000

(1)  All payments by wire transfer of immediately available funds to:

          ABA 073 000 228
          Norwest Bank Iowa, N.A.
          7th and Walnut Streets
          Des Moines, Iowa  50309
          Account No.:  032395
          OBI PFGSE (S) B61148()

     Each wire transfer shall identify such payment as "Belden Inc., 6.92%
     Notes due August 11, 2009" and include the PPN of the issue.

  (2)     All notices of payments and written confirmations of such wire
          transfers:

          Principal Mutual Life Insurance Company
          711 High Street
          Des Moines, Iowa 50392-0960
          Attn:  Investment Accounting and Treasury - Securities
          Telefacsimile:  (515) 248-2643
          Confirmation:  (515) 248-8301

(3)  All other communications:

          Principal Mutual Life Insurance Company                
          711 High Street
          Des Moines, Iowa 50392-0800
          Attn:  Investment Department - Securities Division
          Telefacsimile:  (515) 248-2490
          Confirmation:  (515) 248-8495
          
Taxpayer ID # 42-0127290

















                                    Schedule A               

                                        6 <PAGE>
 

<PAGE>

                                             SCHEDULE A

             INFORMATION RELATING TO PURCHASERS

                                       Principal Amount of 
Name and Address of Purchaser          Notes to be Purchased

NIPPON LIFE INSURANCE COMPANY OF AMERICA          $1,000,000

(1)  All payments by wire transfer of immediately available funds to:

          ABA 073 000 228
          Norwest Bank Iowa, N.A.
          7th and Walnut Streets
          Des Moines, Iowa  50309
          Account No.:  7051775
          OBI PFGSE (S) B61148()

     Each wire transfer shall identify such payment as "Belden Inc., 6.92%
     Notes due August 11, 2009" and include the PPN of the issue.

  (2)     All notices of payments and written confirmations of such wire
          transfers:

          Nippon Life Insurance Company of America
          711 High Street
          Des Moines, Iowa 50392-0960
          Attn:  Investment Accounting and Treasury - Securities
          Telefacsimile:  (515) 248-2643
          Confirmation:  (515) 248-8301

(3)  All other communications:

          Nippon Life Insurance Company of America               
          711 High Street
          Des Moines, Iowa 50392-0800
          Attn:  Investment Department - Securities Division
          Telefacsimile:  (515) 248-2490
          Confirmation:  (515) 248-8495
          
Taxpayer ID # 04-2509896

















                                    Schedule A               

                                        7 <PAGE>
 

<PAGE>

                                             SCHEDULE A

             INFORMATION RELATING TO PURCHASERS

                                       Principal Amount of 
Name and Address of Purchaser          Notes to be Purchased

BERKSHIRE LIFE INSURANCE COMPANY                  $3,000,000

(1)  All payments on account of the Notes in accordance with the provisions
thereof and of this Agreement shall be transmitted by bank wire transfer of
Federal or other immediately available funds for credit to:
      
          Berkshire Life Insurance Company
          Account Number 002-4-020877
          The Chase Manhattan Bank, N.A.
          ABA #021000021
          
     with sufficient information (including issuer, PPN, interest rate,
     maturity and whether payment is of principal, premium or interest) to
     identify the source and application of such funds.

     (2)  Copies of all notices and confirmation of payments and all other
     communications shall be delivered or mailed to:
     
          Berkshire Life Insurance Company
          Attention:  Securities Department
          700 South Street
          Pittsfield, MA  01201
          
          Fax Number:  (413) 443-9397
          Phone Number:  (413) 499-4321
          

Tax Identification No.  04-1083480























                                    Schedule A               

                                       8 <PAGE>
 



<PAGE>

                                             SCHEDULE B


                       DEFINED TERMS

          As used herein, the following terms have the respective meanings
set forth below or set forth in the Section hereof following such term:

          "Adjusted Consolidated Net Worth" means, as of any date,
consolidated stockholders' equity of the Company and its Restricted
Subsidiaries on such date, determined in accordance with GAAP, less (a)
minority interests and (b) the amount by which outstanding Restricted
Investments on such date exceed 20% of consolidated stockholders' equity.

          "Affiliate" means, at any time, and with respect to any Person,
(a) any other Person that at such time directly or indirectly through one
or more intermediaries Controls, or is Controlled by, or is under common
Control with, such first Person, and (b) any Person beneficially owning or
holding, directly or indirectly, 10% or more of any class of voting or
equity interests of the Company or any Subsidiary or any corporation of
which the Company and its Subsidiaries beneficially own or hold, in the
aggregate, directly or indirectly, 10% or more of any class of voting or
equity interests.  As used in this definition, "Control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise. Unless the
context otherwise clearly requires, any reference to an "Affiliate" is a
reference to an Affiliate of the Company.

          "Belden Wire" is defined in Section 1.1.

          "Belden Wire Guaranty" is defined in Section 1.1.

          "Business Day" means (a) for the purposes of Section 8.6 only,
any day other than a Saturday, a Sunday or a day on which commercial banks
in New York City are required or authorized to be closed, and (b) for the
purposes of any other provision of this Agreement, any day other than a
Saturday, a Sunday or a day on which commercial banks in Chicago, Illinois
or New York City are required or authorized to be closed.

          "Capital Lease" means, at any time, a lease with respect to which
the lessee is required concurrently to recognize the acquisition of an
asset and the incurrence of a liability in accordance with GAAP.

          "Closing" is defined in Section 3.

          "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and the rules and regulations promulgated thereunder from
time to time.

          "Company" means Belden Inc., a Delaware corporation.





                                 Schedule B <PAGE>
 

<PAGE>

          "Confidential Information"  is defined in Section 20.

          "Consolidated Indebtedness" means, as of any date, Indebtedness
of the Company and its Restricted Subsidiaries as of such date determined
on a consolidated basis in accordance with GAAP.

          "Consolidated Total Assets" means, as of any date, the assets and
properties of the Company and its Restricted Subsidiaries as of such date
determined on a consolidated basis in accordance with GAAP.

          "Consolidated Total Capitalization" means, as of any date, the
sum of Consolidated Indebtedness and Adjusted Consolidated Net Worth as of
such date.

          "Default" means an event or condition the occurrence or existence
of which would, with the lapse of time or the giving of notice or both,
become an Event of Default.

          "Default Rate" means that rate of interest that is the greater of
(i) 2% per annum above the rate of interest stated in clause (a) of the
first paragraph of the Notes or (ii) 2% over the rate of interest publicly
announced by Bank of America National Trust & Savings Association in
Chicago, Illinois as its "base" or "prime" rate.

          "Environmental Laws" means any and all Federal, state, local, and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or
governmental restrictions relating to pollution and the protection of the
environment or the release of any materials into the environment, including
but not limited to those related to hazardous substances or wastes, air
emissions and discharges to waste or public systems.

          "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time, and the rules and regulations
promulgated thereunder from time to time in effect. 

          "ERISA Affiliate" means any trade or business (whether or not
incorporated) that is treated as a single employer together with the
Company under section 414 of the Code.

          "Event of Default" is defined in Section 11.

          "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

          "GAAP" means generally accepted accounting principles as in
effect from time to time in the United States of America.        








                                                             
                                        
                                 Schedule B                            
                                      
                                     2 <PAGE>
 

<PAGE>

          "Governmental Authority" means

          (a)  the government of

               (i)  the United States of America or any State or other
          political subdivision thereof, or

               (ii) any jurisdiction in which the Company or any Subsidiary
          conducts all or any part of its business, or which asserts
          jurisdiction over any properties of the Company or any
          Subsidiary, or

          (b)  any entity exercising executive, legislative, judicial,
     regulatory or administrative functions of, or pertaining to, any such
     government.

          "Hazardous Material" means any and all pollutants, toxic or
hazardous wastes or any other substances that might pose a hazard to health
or safety, the removal of which may be required or the generation,
manufacture, refining, production, processing, treatment, storage,
handling, transportation, transfer, use, disposal, release, discharge,
spillage, seepage, or filtration of which is or shall be restricted,
prohibited or penalized by any applicable law (including, without
limitation, asbestos, urea formaldehyde foam insulation and polychlorinated
biphenyls).

          "holder" means, with respect to any Note, the Person in whose
name such Note is registered in the register maintained by the Company
pursuant to Section 13.1.

          "Indebtedness" with respect to any Person means, at any time,
without duplication,

          (a)  its liabilities for borrowed money;

          (b)  its liabilities for the deferred purchase price of property
     acquired by such Person (excluding accounts payable and other accrued
     liabilities arising in the ordinary course of business but including
     all liabilities created or arising under any conditional sale or other
     title retention agreement with respect to any such property);

          (c)  all liabilities appearing on its balance sheet in accordance
     with GAAP in respect of Capital Leases; and

          (d)  all liabilities for borrowed money secured by any Lien with
     respect to any property owned by such Person (whether or not it has
     assumed or otherwise become liable for such liabilities).

Indebtedness of any Person shall include all obligations of such Person of
the character described in clauses (a) through (d) to the extent such
Person remains legally liable in respect thereof notwithstanding that any




                                                             
                                        
                                 Schedule B                            
                                      
                                     3 <PAGE>
 

<PAGE>

such obligation is deemed to be extinguished under GAAP. Indebtedness of
any Person shall not include any Guaranty by such Person of Indebtedness.   
Indebtedness of the Company or a Restricted Subsidiary shall not include
Indebtedness of the Company to a Restricted Subsidiary or Indebtedness of a
Restricted Subsidiary to the Company or to another Restricted Subsidiary. 
For purposes of this definition of Indebtedness, "Guaranty" means, with
respect to any Person, any obligation of such Person guaranteeing or in
effect guaranteeing any indebtedness, dividend or other obligation of any
other Person in any manner, whether directly or indirectly, including
(without limitation) obligations incurred through an agreement, contingent
or otherwise, by such Person:  (a) to purchase such indebtedness or
obligation or any property constituting security therefor; (b) to advance
or supply funds (i) for the purchase or payment of such indebtedness or
obligation, or (ii) to maintain any working capital or other balance sheet
condition or any income statement condition of any other Person or
otherwise to advance or make available funds for the purchase or payment of
such indebtedness or obligation; (c) to lease properties or to purchase
properties or services primarily for the purpose of assuring the owner of
such indebtedness or obligation of the ability of any other Person to make
payment of the indebtedness or obligation; or (d) otherwise to assure the
owner of such indebtedness or obligation against loss in respect thereof.

          "Institutional Investor" means (a) any original purchaser of a
Note, (b) any holder of a Note holding more than $2,000,000 in aggregate
principal amount of the Notes, and (c) any bank, trust company, savings and
loan association or other financial institution, any pension plan, any
investment company, any insurance company, any broker or dealer, or any
other similar financial institution or entity, regardless of legal form.

          "Investments" means all investments made, in cash or by delivery
of property, directly or indirectly, by any Person, in any other Person,
whether by acquisition of shares of capital stock, indebtedness or other
obligations or securities or by loan, advance, capital contribution or
otherwise.

          "Lien" means, with respect to any Person, any mortgage, lien,
pledge, charge, security interest or other encumbrance, or any interest or
title of any vendor, lessor, lender or other secured party to or of such
Person under any conditional sale or other title retention agreement or
Capital Lease, upon or with respect to any property or asset of such Person
(including in the case of stock, stockholder agreements, voting trust
agreements and all similar arrangements).

          "Make-Whole Amount" is defined in Section 8.6.

          "Material" means material in relation to the business,
operations, affairs, financial condition, assets or properties of the
Company and its Restricted Subsidiaries taken as a whole.

          "Material Adverse Effect" means a material adverse effect on (a)
the business, operations, affairs, financial condition, assets or




                                                             
                                        
                                 Schedule B                            
                                      
                                     4 <PAGE>
 

<PAGE>

properties of the Company and its Restricted Subsidiaries taken as a whole,
or (b) the ability of the Company to perform its obligations under this
Agreement and the Notes, or (c) the ability of Belden Wire to perform its
obligations under the Belden Wire Guaranty, or (d) the validity or
enforceability of this Agreement, the Notes or the Belden Wire Guaranty.

          "Material Restricted Subsidiary" means, as of the date of
determination, Belden Wire and any other Restricted Subsidiary the assets
or revenues of which account for more than 5% of the Consolidated Total
Assets of the Company and its Restricted Subsidiaries at the end of the
most recently ended fiscal period or more than 5% of the consolidated
revenues of the Company and its Restricted Subsidiaries for the most
recently completed four fiscal quarters.

          "Memorandum" is defined in Section 5.3.

          "Multiemployer Plan" means any Plan that is a "multiemployer
plan" (as such term is defined in section 4001(a)(3) of ERISA).

          "Notes" is defined in Section 1.1.

          "Officer's Certificate" means a certificate of a Senior Financial
Officer or of any other officer of the Company whose responsibilities
extend to the subject matter of such certificate.

          "Other Purchasers" is defined in Section 2.

          "PBGC" means the Pension Benefit Guaranty Corporation referred to
and defined in ERISA or any successor thereto.

          "Person" means an individual, partnership, corporation, limited
liability company, association, trust, unincorporated organization, or a
government or agency or political subdivision thereof.

          "Plan" means an "employee benefit plan" (as defined in section
3(3) of ERISA) that is or, within the preceding five years, has been
established or maintained, or to which contributions are or, within the
preceding five years, have been made or required to be made, by the Company
or any ERISA Affiliate or with respect to which the Company or any ERISA
Affiliate may have any liability.

          "Priority Debt" means, as of any date, the sum (without
duplication) of (a) Indebtedness of Restricted Subsidiaries other than
Belden Wire on such date and (b) Indebtedness of the Company and its
Restricted Subsidiaries (including Belden Wire) secured by Liens permitted
by Section 10.2(i) on such date.

          "property" or "properties" means, unless otherwise specifically
limited, real or personal property of any kind, tangible or intangible,
choate or inchoate.





                                                             
                                        
                                 Schedule B                            
                                      
                                     5 <PAGE>
 

<PAGE>

          "Purchaser" means each purchaser listed in Schedule A.

          "QPAM Exemption" means Prohibited Transaction Class Exemption 84-
14 issued by the United States Department of Labor.

          "Required Holders" means, at any time, the holders of at least a
majority in principal amount of the Notes at the time outstanding
(exclusive of Notes then owned by the Company or any of its Affiliates).

          "Responsible Officer" means any Senior Financial Officer and any
other officer of the Company with responsibility for the administration of
the relevant portion of this agreement.

          "Restricted Investments" means all Investments of the Company and
its Restricted Subsidiaries, other than:

          (a)  property or assets to be used or consumed in the ordinary
     course of business;
          
          (b)  current assets arising from the sale of goods or services in
     the ordinary course of business;
          
          (c)  Investments in Restricted Subsidiaries or in any Person
     which, as a result thereof, becomes a Restricted Subsidiary;
          
          (d)  Investments existing as of the date of this Agreement which
          are listed in the attached Schedule B-1;
          
          (e)  Investments in treasury stock;

          (f)  Investments in:
          
               (i)  obligations, maturing within one year from the date of
          acquisition, of or fully guaranteed by (A) the United States of
          America or an agency thereof or (B) Canada or a province thereof;
               
               (ii) state or municipal securities (including auction rate
          floaters and variable rate demand Notes), having an effective
          maturity within one year from the date of acquisition, which are
          rated in one of the top two rating classifications by at least
          one nationally recognized rating agency;
               
               (iii)     certificates of deposit or banker's acceptances
          maturing within one year from the date of acquisition of or
          issued by Bank of America National Trust & Savings Association or
          other commercial banks whose long-term unsecured debt obligations
          (or the long-term unsecured debt obligations of the bank holding
          company owning all of the capital stock of such bank) are rated
          in one of the top two rating classifications by at least one
          nationally recognized rating agency;





                                                             
                                        
                                 Schedule B                            
                                      
                                     6 <PAGE>
 

<PAGE>

               (iv) commercial paper maturing within 270 days from the date
          of issuance which, at the time of acquisition, is rated in one of
          the top two rating classifications by at least one credit rating
          agency of recognized national standing;
               
               (v)  repurchase agreements, having a term of not more than
          90 days and fully collateralized with obligations of the type
          described in clause (i), with a bank satisfying the requirements
          of clause (iii); and
               
               (vi) money market instrument programs that are properly
          classified as current assets in accordance with GAAP.
               
For purposes of this Agreement, an Investment shall be valued at the lesser
of (i) cost and (ii) the value at which such Investment is shown on the
books of the Company and its Restricted Subsidiaries in accordance with
GAAP.

          "Restricted Subsidiary" means Belden Wire and any other
Subsidiary (a) of which at least a majority of the voting securities are
owned by the Company and/or one or more Wholly-Owned Restricted
Subsidiaries and of which the Company has management control and (b) which
the Company has designated a Restricted Subsidiary by notice in writing
(including designation in Section 5.4) given to the holders of the Notes
and (c) which has not been designated as a Restricted Subsidiary more than
once previously.

          "Securities Act" means the Securities Act of 1933, as amended
from time to time.

          "Senior Financial Officer" means the chief financial officer,
principal accounting officer, treasurer or comptroller of the Company.

          "Series 1997-A Notes" is defined in Section 1.2.

          "Source" is defined in Section 6.2

          "Subsidiary" means, as to any Person, any corporation,
association or other business entity in which such Person or one or more of
its Subsidiaries or such Person and one or more of its Subsidiaries owns
sufficient equity or voting interests to enable it or them (as a group)
ordinarily, in the absence of contingencies, to elect a majority of the
directors (or Persons performing similar functions) of such entity, and any
partnership or joint venture if more than a 50% interest in the profits or
capital thereof is owned by such Person or one or more of its Subsidiaries
or such Person and one or more of its Subsidiaries (unless such partnership
can and does ordinarily take major business actions without the prior
approval of such Person or one or more of its Subsidiaries).  Unless the
context otherwise clearly requires, any reference to a "Subsidiary" is a
reference to a Subsidiary of the Company.





                                                             
                                        
                                 Schedule B                            
                                      
                                     7 <PAGE>
 

<PAGE>

          "Supplement" is defined in Section 1.1.

          "this Agreement" or "the Agreement" is defined in Section 17.3.

          "Unrestricted Subsidiary" means any Subsidiary of the Company
that has not been designated a Restricted Subsidiary.

          "Western Europe" means any of the following countries:  Austria,
Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy,
Luxembourg, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland,
the United Kingdom and any other country that hereafter joins the European
Union.  Any country that terminates membership in the European Union will
still be considered a country of Western Europe.

          "Wholly-Owned Subsidiary" means, at any time, any Subsidiary 100%
of all of the equity interests (except directors' qualifying shares) and
voting interests of which are owned by any one or more of the Company and
the Company's other Wholly-Owned Subsidiaries at such time.





































                                                             
                                        
                                 Schedule B                            
                                      
                                     8 <PAGE>
 


<PAGE>

                                             SCHEDULE B-1


                    EXISTING INVESTMENTS

None.



















































                               Schedule B-1 <PAGE>
  
                                                                
<PAGE>

                                                          SCHEDULE 4.9


                      CHANGES IN CORPORATE STRUCTURE

None.
















































                                                             
                                        
                                 Schedule 4.9 <PAGE>
                           
                                                        
<PAGE>

                                                      SCHEDULE 5.3


                    DISCLOSURE MATERIALS

None.
















































                                                             
                                        
                     
                             Schedule 5.3   <PAGE>
                             


<PAGE>

                                                              SCHEDULE 5.4


                  SUBSIDIARIES AND OWNERSHIP OF SUBSIDIARY STOCK

1.  List of Subsidiaries of Belden Inc.

     a.   Belden Wire & Cable Company ("BWC")
               Incorporated in Delaware; 100% of capital stock is owned by
               Belden Inc.

     b.   Belden (Canada) Inc.
               Incorporated in Ontario, Canada; 100% of capital stock is
               owned by BWC

     c.   Belden International, Inc. ("BII")
               Incorporated in Delaware; 100% of capital stock is owned by
               BWC

     d.   Belden Electronics S.a.r.l.
               Incorporated in France; 99.8% of capital stock is owned by
               BWC, .2% by BII

     e.   Belden Electronics GmbH
               Incorporated in Germany; 100% of capital stock is owned by
               BWC

     f.   Belden UK Limited
               Incorporated in the United Kingdom; 100% of capital stock is
               owned by BWC

     g.   Belden Foreign Sales Corporation
               Incorporated in Barbados; 100% of capital stock is owned by
               BWC

     h.   Belden Holdings, Inc.
               Incorporated in Delaware; 100% of capital stock is owned by
               BWC

     i.   Belden Europe B.V.
               Incorporated in The Netherlands; 100% of capital stock is
               owned by Belden Holdings, Inc.

     j.   Belden Wire & Cable B.V.
               Incorporate in The Netherlands; 100% of capital stock is
               owned by Belden Europe B.V.

     k.   Grupo Belden Mexicana S.A. de C.V.
               Incorporated in Mexico; 98% of capital stock is owned by
               BWC, 2% by BII




                                                             
                                        
                                 
                              Schedule 5.4 <PAGE>
           
                               


<PAGE>

     l.   Belden Electronics, S.A. de C.V.
               Incorporated in Mexico; 98% of capital stock is owned by
               BWC, 2% by BII

     m.   Belden Brasil Comercial LTDA
               Incorporated in Brazil; 50% of capital stock is owned by
               BWC, 50% by BII

2.   List of Affiliated of Belden Inc.
          To the Company's knowledge, none other than listed in 1 above and
          3 below.

3.   List of Company's Directors and Senior Officers
     
     a.   Directors
     Joseph R. Coppola; Christopher I. Byrnes; John R. DallePezze; Alan E.
Riedel; Lorne D. Bain; Bernard G. Rethore; and C. Baker Cunningham

     b.   Senior Officers
     C. Baker Cunningham-Chairman of the Board, President, and Chief
Executive Officer
     Richard K. Reece-Vice President, Finance, Treasurer and Chief
Financial Officer
     Peter J. Wickman-Vice President, Operations
     Kevin L. Bloomfield-Vice President, Secretary and General counsel
     Cathy Odom Staples-Vice President, Human Resources
     Larry E. Fast-Vice President and General Manager, Cord Products
Division of Belden Wire & Cable Company
     Paul M. Schlessman-Vice President and General Manager, Alpha Wire
Division of Belden Wire & Cable Company
























                                                             
                                        
                            
                                  Schedule 5.4                  

                                        2 <PAGE>
 


<PAGE>

                                                         SCHEDULE 5.5


                           FINANCIAL STATEMENTS


1.  Consolidated Financial Statements for the year ended December 31, 1996
2.  Consolidated Financial Statements for the year ended December 31, 1995
3.  Consolidated Financial Statements for the year ended December 31, 1994
4.  Consolidated Financial Statements for the year ended December 31, 1993
5.  Consolidated Financial Statements for the year ended December 31, 1992
6.  Consolidated Financial Statements for the three months ended March 31,  
     1997












































                                Schedule 5.5 <PAGE>
                                              


<PAGE>

                                             SCHEDULE 5.8


                         CERTAIN LITIGATION


The Furon Company has filed a lawsuit against Belden Wire & Cable Company
("BWC"), claiming that it is infringing a Furon patent.  BWC intends to
vigorously defend its position.
















































                             Schedule 5.8 <PAGE>
                                           


<PAGE>

                                             SCHEDULE 5.11


                    LICENSES, PERMITS, ETC.


The Furon Company has filed a lawsuit against Belden Wire & Cable Company
("BWC"), claiming that it is infringing a Furon patent.  BWC intends to
vigorously defend its position. 
















































                                Schedule 5.11 <PAGE>
                                                


<PAGE>

                                             SCHEDULE 5.12(b)


                         BENEFIT LIABILITIES


"Top Hat Plans"

1.   Belden Wire & Cable Company Supplemental Excess Defined Benefit Plan -
     aggregate benefit liabilities of $375,000 as of December 31, 1996.

2.   Belden Wire & Cable Company Supplemental Excess Defined Contribution
     Plan - aggregate benefit liabilities of $352,000 as of December 31,
     1996.

3.   Belden Wire & Cable Company Management Incentive Compensation Deferral
     Plan - aggregate benefit liabilities of $0 as of December 31, 1996.








































                                 Schedule 5.12(b) <PAGE>
                      
                                                    



<PAGE>

                                             SCHEDULE 5.14


                         USE OF PROCEEDS


The proceeds from the Notes will be used for general corporate purposes of
the Company and its Subsidiaries, including to repay existing indebtedness
of the Company and its Subsidiaries.













































                              Schedule 5.14 <PAGE>

<PAGE>                                         

                                                            SCHEDULE 5.15

                         EXISTING INDEBTEDNESS


Below is a complete and correct list of all outstanding Indebtedness of the
Company and its Restricted Subsidiaries:

                                                           Outstanding
                      Obligation                       Indebtedness as of
                                                          July 31, 1997

 Multicurrency revolving credit agreement, dated              $125,519,600
 November 18, 1996, among Belden Wire & Cable
 Company, as borrower, certain financial institutions
 party thereto, and Bank of America National Trust
 and Savings Association, as agent.

 Multicurrency credit agreement, dated March 9, 1995,            1,088,100
 among Belden Wire & Cable Company, as co-borrower,
 Belden (Canada) Inc., as co-borrower, and Royal Bank
 of Canada, as lender.  Borrowing arrangements under
 this agreement are uncommitted and Royal Bank of
 Canada has no obligation to make any advance under
 this agreement.

 Multicurrency promissory note of Belden Wire & Cable            2,528,200
 Company, dated January 21, 1997, payable to Wachovia
 Bank of Georgia, N.A.  Borrowing arrangements under
 this note are uncommitted and Wachovia Bank of 
 Georgia, N.A. has no obligation to make any advance
 under this note.

 Overdraft facility in current account, dated July 5,            1,495,656
 1995, between Belden Wire & Cable B.V., as borrower,
 and  ABN AMRO Bank N.V., as lender.  Borrowing
 arrangements under this facility are uncommitted and 
  ABN AMRO Bank N.V. has no obligation to make any
 advances under this facility.

 Overdraft facility in current account, dated April              1,217,141
 20, 1995, between Belden Wire & Cable B.V., as
 borrower, and Internationale Nederlanden Bank N.V.,
 as lender.  Borrowing arrangements under this
 facility are uncommitted and Internationale
 Nederlanden Bank N.V. has no obligation to made any
 advance under this facility.








                              Schedule 5.15 <PAGE>
                      
                                                               
<PAGE>

                                             SCHEDULE 10.2


                         EXISTING LIENS

None.

















































                                   Schedule 10.2 <PAGE>
                   
                                                            

<PAGE>

                                                           EXHIBIT 1.1-A


                                 [FORM OF NOTE]


                                   BELDEN INC.

                    [____]% SENIOR NOTE DUE [__________, ____]

No. [_____]                                           [Date]
$[_______]                               PPN[______________]

          FOR VALUE RECEIVED, the undersigned, BELDEN INC. (herein called
the "Company"), a corporation organized and existing under the laws of the
State of Delaware, promises to pay to [_____________________], or
registered assigns, the principal sum of $[_________________________] on 
[___________], [_________], with interest (computed on the basis of a 360-day
year of twelve 30-day months) (a) on the unpaid balance thereof at the rate
of [____]% per annum from the date hereof, payable semiannually, on
[______] [____] and [______][____] in each year, commencing with the
[______] [____] or [______] [____] next succeeding the date hereof, until
the principal hereof shall have become due and payable, and (b) to the
extent permitted by law on any overdue payment (including any overdue
prepayment) of principal, any overdue payment of interest and any overdue
payment of any Make-Whole Amount (as defined in the Note Purchase Agreement
referred to below), payable semiannually as aforesaid (or, at the option of
the registered holder hereof, on demand), at a rate per annum from time to
time equal to the greater of (i) [_____]% or (ii) 2% over the rate of
interest publicly announced by Bank of America National Trust & Savings
Association from time to time in Chicago, Illinois as its "base" or "prime"
rate.

          Payments of principal of, interest on and any Make-Whole Amount
with respect to this Note are to be made in lawful money of the United
States of America at the principal office of Bank of America National Trust
& Savings Association in Chicago, Illinois or at such other place as the
Company shall have designated by written notice to the holder of this Note
as provided in the Note Purchase Agreement referred to below.

          This Note is one of a series of Senior Notes (herein called the
"Notes") issued pursuant to a Note Purchase Agreement dated as of August 1,
1997 [and a Supplement thereto dated as of [_________], [______]](as from
time to time further amended and supplemented, the "Note Purchase
Agreement"), between the Company and the respective Purchasers named
therein and is entitled to the benefits thereof.  Each holder of this Note
will be deemed, by its acceptance hereof, (i) to have agreed to the
confidentiality provisions set forth in Section 20 of the Note Purchase



                                                             

                              Exhibit 1.1-A  <PAGE>
                         
                                        
<PAGE>                                        

Agreement and (ii) to have made the representation set forth in Section 6.2
of the Note Purchase Agreement.

          This Note is a registered Note and, as provided in the Note
Purchase Agreement, upon surrender of this Note for registration of
transfer, duly endorsed, or accompanied by a written instrument of transfer
duly executed, by the registered holder hereof or such holder's attorney
duly authorized in writing, a new Note for a like principal amount will be
issued to, and registered in the name of, the transferee.  Prior to due
presentment for registration of transfer, the Company may treat the person
in whose name this Note is registered as the owner hereof for the purpose
of receiving payment and for all other purposes, and the Company will not
be affected by any notice to the contrary.

          [The Company will make required prepayments of principal on the
dates and in the amounts specified in the Note Purchase Agreement.]  This
Note is [also] subject to optional prepayment, in whole or from time to
time in part, at the times and on the terms specified in the Note Purchase
Agreements but not otherwise.

          If an Event of Default, as defined in the Note Purchase
Agreement, occurs and is continuing, the principal of this Note may be
declared or otherwise become due and payable in the manner, at the price
(including any applicable Make-Whole Amount) and with the effect provided
in the Note Purchase Agreement.

          This Note shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the law of the State of
Illinois excluding choice-of-law principles of the law of such State that
would require the application of the laws of a jurisdiction other than such
State.

                                   BELDEN INC.


                                   By:__________________________           
                                   Title:_______________________          



                          GUARANTY ENDORSEMENT

     Payment of the principal of, and interest and Make-Whole Amount, if
any, on this Note, and all other amounts due under the Note Purchase
Agreement, is guaranteed pursuant to the terms of a Guaranty dated
[         ], 1997 of Belden Wire & Cable Company.






                                                             

                              Exhibit 1.1-A                           
                                    
                                    2 <PAGE>
 


<PAGE>

                                             EXHIBIT 1.1-B


               [FORM OF BELDEN WIRE GUARANTY]


               SERIES [             ] GUARANTY


     THIS GUARANTY (this "Guaranty") dated [       ], 1997 is made by
Belden Wire & Cable Company, a Delaware corporation (the "Guarantor"), in
favor of the holders from time to time of the Series [         ] Notes
hereinafter referred to, including each purchaser named in the Note
Purchase Agreement [or supplement thereto] hereinafter referred to, and
their respective successors and assigns (collectively, the "Holders" and
each individually, a "Holder").

                    W I T N E S S E T H:

     WHEREAS, Belden Inc., a Delaware corporation (the "Company"), and the
initial Holders have entered into a [Supplement dated _________, ____ to]
[Note Purchase Agreement dated as of August 1, 1997] (the Note Purchase
Agreement [as so supplemented and] as [further] amended, supplemented,
restated or otherwise modified from time to time in accordance with its
terms and in effect, the "Note Purchase Agreement"); 

     WHEREAS, the Note Purchase Agreement contemplates the issuance by the
Company of up to $200,000,000 aggregate principal amount of Notes (as
defined in the Note Purchase Agreement) in series [of which $            
have heretofore been issued] and the Company has authorized the issuance
and sale of $[                 ] aggregate principal amount of Series 
[        ] Notes to the Purchasers;

     WHEREAS, the Company owns all of the issued and outstanding capital
stock of the Guarantor and, by virtue of such ownership and otherwise, the
Guarantor will derive substantial benefits from the purchase by the Holders
of the Company's Series [       ] Notes; 

     WHEREAS, it is a condition precedent to the obligation of the Holders
to purchase the Series [           ] Notes that the Guarantor shall have
executed and delivered this Guaranty to the Holders and it is and will be a
condition to the sale of subsequent series of the Notes that a
substantially identical Guaranty run in favor of the holders of such
subsequent series of Notes; and

     WHEREAS, the Guarantor desires to execute and deliver this Guaranty to
satisfy the conditions described in the preceding paragraph; 










                                  Exhibit 1.1-B <PAGE>
                                                  


<PAGE>

     NOW, THEREFORE, in consideration of the premises and other benefits to
the Guarantor, and of the purchase of the Company's Series [       ] Notes
by the Holders, and for other good and valuable consideration, the receipt
and sufficiency of which are acknowledged, the Guarantor makes this
Guaranty as follows:

     SECTION 1.  Definitions.  Any capitalized terms not otherwise herein
defined shall have the meanings attributed to them in the Note Purchase
Agreement.

     SECTION 2.  Guaranty.  The Guarantor unconditionally and irrevocably
guarantees to the Holders the due, prompt and complete payment by the
Company of the principal of, Make-Whole Amount, if any, and interest on,
and each other amount due under, the Series [        ] Notes or the Note
Purchase Agreement, when and as the same shall become due and payable
(whether at stated maturity or by required or optional prepayment or by
declaration or otherwise) in accordance with the terms of the Series [      
 ] Notes and the Note Purchase Agreement (the Series [        ] Notes and
the Note Purchase Agreement being sometimes hereinafter collectively
referred to as the "Note Documents" and the amounts payable by the Company
under the Note Documents, and all other monetary obligations of the Company
thereunder, being sometimes collectively hereinafter referred to as the
"Obligations").  This Guaranty is a guaranty of payment and not just of
collectibility and is in no way conditioned or contingent upon any attempt
to collect from the Company or upon any other event, contingency or
circumstance whatsoever.  If for any reason whatsoever the Company shall
fail or be unable duly, punctually and fully to pay such amounts as and
when the same shall become due and payable and any Holder shall notify the
Guarantor that all Series [        ] Notes held by such Holder or all
outstanding Series [        ] Notes are subject to acceleration under
Section 12.1 of the Note Purchase Agreement, the Guarantor, without demand,
presentment, protest or notice of any kind, will forthwith pay or cause to
be paid such amounts to the Holders under the terms of such Note Documents,
in lawful money of the United States, at the place specified in the Note
Purchase Agreement, or perform or comply with the same or cause the same to
be performed or complied with, together with interest (to the extent
provided for under such Note Documents) on any amount due and owing from
the Company.  The Guarantor, promptly after demand, will pay to the Holders
the reasonable costs and expenses of collecting such amounts or otherwise
enforcing this Guaranty, including, without limitation, the reasonable fees
and expenses of counsel.  The right of recovery against the Guarantor under
this Guaranty is, however, limited to the Fair Net Worth of the Guarantor,
as of the date of any determination thereof, less $20,000.  For purposes of
this Guaranty, the "Fair Net Worth" of the Guarantor shall mean an amount
equal to the fair saleable value of the Guarantor's assets, net of all
obligations of the Guarantor owed to third parties (other than the
Guarantor's liabilities under this Guaranty), including all liabilities,
whether fixed or contingent, direct or indirect, disputed or undisputed,
secured or unsecured, and whether or not required to be reflected on a



                                                             

                                  Exhibit 1.1-B                        
                                        
                                        2 <PAGE>
 




<PAGE>

balance sheet prepared in accordance with generally accepted accounting
principles.

     SECTION 3.  Guarantor's Obligations Unconditional.  The obligations of
the Guarantor under this Guaranty shall be primary, absolute and
unconditional obligations of the Guarantor, shall not be subject to any
counterclaim, set-off, deduction, diminution, abatement, recoupment,
suspension, deferment, reduction or defense based upon any claim the
Guarantor or any other person may have against the Company or any other
person, and to the full extent permitted by applicable law shall remain in
full force and effect without regard to, and shall not be released,
discharged or in any way affected by, any circumstance or condition
whatsoever (whether or not the Guarantor or the Company shall have any
knowledge or notice thereof), including:

          (a)  any termination, amendment or modification of or deletion
     from or addition or supplement to or other change in any of the Note
     Documents or any other instrument or agreement applicable to any of
     the parties to any of the Note Documents;

          (b)  any furnishing or acceptance of any security, or any release
     of any security, for the Obligations, or the failure of any security
     or the failure of any person to perfect any interest in any
     collateral;

          (c)  any failure, omission or delay on the part of the Company to
     conform or comply with any term of any of the Note Documents or any
     other instrument or agreement referred to in paragraph (a) above,
     including, without limitation, failure to give notice to the Guarantor
     of the occurrence of a "Default" or an "Event of Default" under any
     Note Document;

          (d)  any waiver of the payment, performance or observance of any
     of the obligations, conditions, covenants or agreements contained in
     any Note Document, or any other waiver, consent, extension,
     indulgence, compromise, settlement, release or other action or
     inaction under or in respect of any of the Note Documents or any other
     instrument or agreement referred to in paragraph (a) above or any
     obligation or liability of the Company, or any exercise or non-
     exercise of any right, remedy, power or privilege under or in respect
     of any such instrument or agreement or any such obligation or
     liability;

          (e)  any failure, omission or delay on the part of any of the
     Holders to enforce, assert or exercise any right, power or remedy
     conferred on such Holder in this Guaranty, or any such failure,
     omission or delay on the part of such Holder in connection with any
     Note Document, or any other action on the part of such Holder;




                                                             

                                  Exhibit 1.1-B                        
                                        
                                        3 <PAGE>
 




<PAGE>

          (f)  any voluntary or involuntary bankruptcy, insolvency,
     reorganization, arrangement, readjustment, assignment for the benefit
     of creditors, composition, receivership, conservatorship,
     custodianship, liquidation, marshaling of assets and liabilities or
     similar proceedings with respect to the Company, the Guarantor or to
     any other person or any of their respective properties or creditors,
     or any action taken by any trustee or receiver or by any court in any
     such proceeding;

          (g)  any discharge, termination, cancellation, frustration,
     irregularity, invalidity or unenforceability, in whole or in part, of
     any of the Note Documents or any other agreement or instrument
     referred to in paragraph (a) above or any term hereof;

          (h)  any merger or consolidation of the Company or the Guarantor
     into or with any other corporation, or any sale, lease or transfer of
     any of the assets of the Company or the Guarantor to any other person;

          (i)  any change in the ownership of any shares of capital stock
     of the Company or any change in the corporate relationship between the
     Company and the Guarantor, or any termination of such relationship;

          (j)  any release or discharge, by operation of law, of the
     Guarantor from the performance or observance of any obligation,
     covenant or agreement contained in this Guaranty; or 

          (k)  any other occurrence, circumstance, happening or event
     whatsoever, whether similar or dissimilar to the foregoing, whether
     foreseen or unforeseen, and any other circumstance which might
     otherwise constitute a legal or equitable defense or discharge of the
     liabilities of a guarantor or surety or which might otherwise limit
     recourse against the Guarantor.
     
Notwithstanding any other provision contained in this Guaranty, the
Guarantor's liability with respect to the principal amount of the Series [  
     ] Notes shall be no greater than the liability of the Company with
respect thereto.

     SECTION 4.  Full Recourse Obligations.  The obligations of the
Guarantor set forth herein constitute the full recourse obligations of the
Guarantor enforceable against it to the full extent of all its assets and
properties.

     SECTION 5.  Waiver.  The Guarantor unconditionally waives, to the
extent permitted by applicable law, (a) notice of any of the matters
referred to in Section 3, (b) notice to the Guarantor of the incurrence of
any of the Obligations, notice to the Guarantor or the Company of any
breach or default by the Company with respect to any of the Obligations or
any other notice that may be required, by statute, rule of law or



                                                             

                                  Exhibit 1.1-B                        
                                        
                                       4 <PAGE>
 




<PAGE>

otherwise, to preserve any rights of the Holders against the Guarantor,
(c) presentment to or demand of payment from the Company or the Guarantor
with respect to any amount due under any Note Document or protest for
nonpayment or dishonor, (d) any right to the enforcement, assertion or
exercise by any of the Holders of any right, power, privilege or remedy
conferred in the Note Purchase Agreement or any other Note Document or
otherwise, (e) any requirement of diligence on the part of any of the
Holders, (f) any requirement to exhaust any remedies or to mitigate the
damages resulting from any default under any Note Document, (g) any notice
of any sale, transfer or other disposition by any of the Holders of any
right, title to or interest in the Note Purchase Agreement or in any other
Note Document and (h) any other circumstance whatsoever which might
otherwise constitute a legal or equitable discharge, release or defense of
a guarantor or surety or which might otherwise limit recourse against the
Guarantor.

     SECTION 6.  Subrogation, Contribution, Reimbursement or Indemnity. 
Until one year and one day after all Obligations have been indefeasibly
paid in full, the Guarantor agrees not to take any action pursuant to any
rights which may have arisen in connection with this Guaranty to be
subrogated to any of the rights (whether contractual, under the United
States Bankruptcy Code, as amended, including Section 509 thereof, under
common law or otherwise) of any of the Holders against the Company or
against any collateral security or guaranty or right of offset held by the
Holders for the payment of the Obligations. Until one year and one day
after all Obligations have been indefeasibly paid in full, the Guarantor
agrees not to take any action pursuant to any contractual, common law,
statutory or other  rights of reimbursement, contribution, exoneration or
indemnity (or any similar right) from or against the Company which may have
arisen in connection with this Guaranty.  So long as the Obligations
remain, if any amount shall be paid by or on behalf of the Company to the
Guarantor on account of any of the rights waived in this paragraph, such
amount shall be held by the Guarantor in trust, segregated from other funds
of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be
turned over to the Holders (duly endorsed by such Guarantor to the Holders,
if required), to be applied against the Obligations, whether matured or
unmatured, in such order as the Holders may determine.  The provisions of
this paragraph shall survive the term of this Guaranty and the payment in
full of the Obligations.

     SECTION 7.  Effect of Bankruptcy Proceedings, etc.  This Guaranty
shall continue to be effective or be automatically reinstated, as the case
may be, if at any time payment, in whole or in part, of any of the sums due
to any of the Holders pursuant to the terms of the Note Purchase Agreement
or any other Note Document is rescinded or must otherwise be restored or
returned by such Holder upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the Company or any other person, or upon
or as a result of the appointment of a custodian, receiver, trustee or
other officer with similar powers with respect to the Company or other



                                                             

                                  Exhibit 1.1-B                        
                                        
                                        5 <PAGE>
 

<PAGE>

person or any substantial part of its property, or otherwise, all as though
such payment had not been made.  If an event permitting the acceleration of
the maturity of the principal amount of the Series [        ] Notes shall
at any time have occurred and be continuing, and such acceleration shall at
such time be prevented by reason of the pendency against the Company or any
other person of a case or proceeding under a bankruptcy or insolvency law,
the Guarantor agrees that, for purposes of this Guaranty and its
obligations hereunder, the maturity of the principal amount of the Series [ 
      ] Notes and all other Obligations shall be deemed to have been
accelerated with the same effect as if any Holder had accelerated the same
in accordance with the terms of the Note Purchase Agreement or other
applicable Note Document, and the Guarantor shall forthwith pay such
principal amount, Make-Whole Amount, if any, and interest thereon and any
other amounts guaranteed hereunder without further notice or demand.

     SECTION 8.  Term of Agreement.  This Guaranty and all guaranties,
covenants and agreements of the Guarantor contained herein shall continue
in full force and effect and shall not be discharged until such time as all
of the Obligations shall be paid and performed in full and all of the
agreements of the Guarantor hereunder shall be duly paid and performed in
full.

     SECTION 9.  Representations and Warranties.  The Guarantor represents
and warrants to each Holder that:

          (a)  the Guarantor is a corporation duly organized, validly
     existing and in good standing under the laws of the State of Delaware
     and has the corporate power and authority to own and operate its
     property, to lease the property it operates as lessee and to conduct
     the business in which it is currently engaged;

          (b)  the Guarantor has the corporate power and authority and the
     legal right to execute and deliver, and to perform its obligations
     under, this Guaranty, and has taken all necessary corporate action to
     authorize its execution, delivery and performance of this Guaranty;

          (c)  this Guaranty constitutes a legal, valid and binding
     obligation of the Guarantor enforceable in accordance with its terms,
     except as enforceability may be limited by bankruptcy, insolvency,
     reorganization, moratorium or similar laws affecting the enforcement
     of creditors' rights generally and by general equitable principles
     (regardless of whether such enforceability is considered in a
     proceeding in equity or at law);

          (d)  the execution, delivery and performance of this Guaranty
     will not violate any provision of any requirement of law or material
     contractual obligation of the Guarantor and will not result in or
     require the creation or imposition of any Lien on any of the
     properties, revenues or assets of the Guarantor pursuant to the 



                                                             

                                  Exhibit 1.1-B                        
                                        
                                       6 <PAGE>
 




<PAGE>

     provisions of any material contractual obligation of such Guarantor or
     any requirement of law;

          (e)  no consent or authorization of, filing with, or other act by
     or in respect of, any arbitrator or governmental authority is required
     in connection with the execution, delivery, performance, validity or
     enforceability of this Guaranty; 

          (f)  no litigation, investigation or proceeding of or before any
     arbitrator or governmental authority is pending or, to the knowledge
     of the Guarantor, threatened by or against the Guarantor or any of its
     properties or revenues (i) with respect to this Guaranty or any of the
     transactions contemplated hereby or (ii) which could reasonably be
     expected to have a material adverse effect upon the business,
     operations or financial condition of the Guarantor and its
     subsidiaries taken as a whole;

          (g)  the execution, delivery and performance of this Guaranty
     will not violate any provision of any order, judgment, writ, award or
     decree of any court, arbitrator or Governmental Authority, domestic or
     foreign, or of the charter or by-laws of the Guarantor or of any
     securities issued by the Guarantor; and
     
          (h)  after giving effect to the transactions contemplated herein,
     (i) the present fair salable value of the assets of the Guarantor is
     in excess of the amount that will be required to pay its probable
     liability on its existing debts as said debts become absolute and
     matured, (ii)  the Guarantor has received reasonably equivalent value
     for executing and delivering this Guaranty, (iii) the property
     remaining in the hands of the Guarantor is not an unreasonably small
     capital, and (iv) the Guarantor is able to pay its debts as they
     mature

     SECTION 10.  Notices.  All notices under the terms and provisions
hereof shall be in writing, and shall be delivered or sent by telex or
telecopy or mailed by first-class mail, postage prepaid, addressed (a) if
to the Company or any Holder at the address set forth in the Note Purchase
Agreement or (b) if to the Guarantor, at:

                    Belden Wire & Cable Company
                    c/o Belden Inc.
                    7701 Forsyth Boulevard
                    Suite 800
                    St. Louis, MO  63105

or at such other address as the Guarantor shall from time to time designate
in writing to the Holders.  Any notice so addressed shall be deemed to be
given when actually received. SECTION 11.  Survival.  All warranties,
representations and covenants made by the Guarantor herein or in any



                                                             

                                  Exhibit 1.1-B                        
                                        
                                        7 <PAGE>
 

<PAGE>

certificate or other instrument delivered by it or on its behalf hereunder
shall be considered to have been relied upon by the Holders and shall
survive the execution and delivery of this Guaranty, regardless of any
investigation made by any of the Holders.  All statements in any such
certificate or other instrument shall constitute warranties and
representations by the Guarantor hereunder.

     SECTION 12.  Miscellaneous.  Any provision of this Guaranty which is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.  To the extent permitted by applicable law, the Guarantor
hereby waives any provision of law that renders any provisions hereof
prohibited or unenforceable in any respect.  The terms of this Guaranty
shall be binding upon, and inure to the benefit of, the Guarantor and the
Holders and their respective successors and assigns.  No term or provision
of this Guaranty may be changed, waived, discharged or terminated orally,
but only by an instrument in writing signed by the Guarantor and the
Holders.  The section and paragraph headings in this Guaranty and the table
of contents are for convenience of reference only and shall not modify,
define, expand or limit any of the terms or provisions hereof, and all
references herein to numbered sections, unless otherwise indicated, are to
sections in this Guaranty.  This Guaranty shall in all respects be governed
by, and construed in accordance with, the laws of the State of Illinois,
including all matters of construction, validity and performance.

          IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be
duly executed as of the day and year first above written.



                              BELDEN WIRE & CABLE COMPANY


                              By:__________________________                 
                              Title:_______________________                 



















                                   Exhibit 1.1-B               

                                         8 <PAGE>
 


<PAGE>

                                                            EXHIBIT 1.1-C


                    [FORM OF SUPPLEMENT]


          SUPPLEMENT TO NOTE PURCHASE AGREEMENT


     THIS SUPPLEMENT is entered into as of [            ], [          ]
(this "Supplement") between Belden Inc., a Delaware corporation (the
"Company"), and the Purchasers listed in the attached Schedule A (the
"Purchasers").

                    R E C I T A L S

     A.   The Company has entered into a Note Purchase Agreement dated as
of August 1, 1997 with the purchasers listed in Schedule A thereto [and one
or more supplements or amendments thereto] (as heretofore amended and
supplemented, the "Note Purchase Agreement"); and

     B.   The Company desires to issue and sell, and the Purchasers desire
to purchase, an additional series of Notes (as defined in the Note Purchase
Agreement) pursuant to the Note Purchase Agreement and in accordance with
the terms set forth below;

     NOW, THEREFORE, the Company and the Purchasers agree as follows:

     1.   Authorization of the New Series of Notes.  The Company has
authorized the issue and sale of $[                  ] aggregate principal
amount of Notes to be designated as its [__]% Senior Notes, Series [        
], due [      ], [     ] (the "Series [  ] Notes", such term to include any
such Notes issued in substitution therefor pursuant to Section 13 of the
Note Purchase Agreement).  The Series [        ] Notes shall be
substantially in the form set out in Exhibit 1, with such changes
therefrom, if any, as may be approved by you and the Company.
     
     2.   Sale and Purchase of Series [  ] Notes.  Subject to the terms and
conditions of this Supplement and the Note Purchase Agreement, the Company
will issue and sell to each of the Purchasers, and the Purchasers will
purchase from the Company, at the Closing provided for in Section 3, Series
[    ] Notes in the principal amount specified opposite their respective
names in Schedule A at the purchase price of 100% of the principal amount
thereof.  The obligations of the Purchasers hereunder are several and not
joint obligations and no Purchaser shall have any liability to any Person
for the performance or non-performance by any other Purchaser hereunder.
      
     3.   Closing.  The sale and purchase of the Series [   ] Notes to be
purchased by the Purchasers shall occur at the offices of Gardner, Carton &



                                                             

                            Exhibit 1.1-C <PAGE>
 




<PAGE>

Douglas, Quaker Tower, Suite 3400, 321 North Clark Street, Chicago,
Illinois  60610 at 9:00 a.m., Chicago time, at a closing (the "Closing") on
[       ], [    ] or on such other Business Day thereafter on or prior to [ 
     ], [    ] as may be agreed upon by the Company and the Purchasers.  At
the Closing the Company will deliver to each Purchaser the Series [       ]
Notes to be purchased by it in the form of a single Note (or such greater
number of Series [    ] Notes in denominations of at least $500,000 as such
Purchaser may request) dated the date of the Closing and registered in its
name (or in the name of its nominee), against delivery by such Purchaser to
the Company or its order of immediately available funds in the amount of
the purchase price therefor by wire transfer of immediately available funds
for the account of the Company to account number [__________] at
[_________________] Bank, [Insert Bank address, ABA number for wire
transfers, and any other relevant wire transfer information].  If at the
Closing the Company shall fail to tender such Series [    ] Notes to a
Purchaser as provided above in this Section 3, or any of the conditions
specified in Section 4 of the Note Purchase Agreement, as modified or
expanded by Section 4 hereof, shall not have been fulfilled to such
Purchaser's satisfaction, such Purchaser shall, at its election, be
relieved of all further obligations under this Agreement, without thereby
waiving any rights it may have by reason of such failure or such
nonfulfillment.
     
     4.   Conditions to Closing.  Each Purchasers obligation to purchase
and pay for the Series [    ] Notes to be sold to it at the Closing is
subject to the fulfillment to its satisfaction, prior to or at the Closing,
of the conditions set forth in Section 4 of the Note Purchase Agreement, as
hereafter modified, and to the following additional conditions:

          [Set forth any modifications and additional conditions.]

     5.   Representations and Warranties of the Company.  The Company
represents and warrants to the Purchasers that each of the representations
and warranties contained in Section 5 of the Note Purchase Agreement is
true and correct as of the date hereof (i) except that all references to
"Purchaser" and "you" therein shall be deemed to refer to the Purchasers
hereunder, all references to "this Agreement" shall be deemed to refer to
the Note Purchase Agreement as supplemented by this Supplement, all
references to "Notes" therein shall be deemed to include the Series [    ]
Notes, and (ii) except for changes to such representations and warranties
or the Schedules referred to therein, which changes are set forth in the
attached Schedule 5.
     
     6.   Representations of the Purchasers.  Each Purchaser confirms to
the Company that the representations set forth in Section 6 of the Note
Purchase Agreement are true and correct as to such Purchaser.    
7.   Mandatory Prepayment of the Series [    ] Notes.  [The Series [    ]
Notes are not subject to mandatory prepayment by the Company.]  [On [       
], [    ] and on each [      ] thereafter to and including [        ], [   



                                                             

                             Exhibit 1.1-C                        
                                        
                                  2 <PAGE>
 




<PAGE>

] the Company will prepay $[                ] principal amount (or such
lesser principal amount as shall then be outstanding) of the Series [    ]
Notes at par and without payment of the Make-Whole Amount or any premium.]
     
     8.   Applicability of Note Purchase Agreement.  Except as otherwise
expressly provided herein (and expressly permitted by the Note Purchase
Agreement), all of the provisions of the Note Purchase Agreement are
incorporated by reference herein and shall apply to the Series [    ] Notes
as if expressly set forth in this Supplement.
      
     IN WITNESS WHEREOF, the Company and the Purchasers have caused this
Supplement to be executed and delivered as of the date set forth above.

                              BELDEN INC.

                              By:                           
                              Title:                        


[ADD PURCHASER SIGNATURE BLOCKS]
































                                                             

                                    Exhibit 1.1-C                        
                         
                                          3 <PAGE>
 




<PAGE>

                                                      Schedule A
                                                     to Supplement



             INFORMATION RELATING TO PURCHASERS


                                 Principal Amount of Series
Name and Address of Purchaser   [    ] Notes to be Purchased


[NAME OF PURCHASER]                               $      

  (1)     All payments by wire transfer
          of immediately available
          funds to:



          with sufficient information
          to identify the source and
          application of such funds.

  (2)     All notices of payments and
          written confirmations of such
          wire transfers:

  (3)     All other communications:























                                                             

                                    Exhibit 1.1-C                        
                             
                                          4 <PAGE>
 




<PAGE>

                                             Schedule 5
                                           to Supplement

               EXCEPTIONS TO REPRESENTATIONS
                    AND WARRANTIES















































                                                             

                                    Exhibit 1.1-C                        
                                        
                                         5 <PAGE>
 




<PAGE>

                                             Exhibit 1 to
                                             Supplement


               [FORM OF SERIES [    ] NOTE]















































                                                             

                                   Exhibit 1.1-C                        
                                        
                                         6 <PAGE>
 


<PAGE>

                                             EXHIBIT 1.2


                [FORM OF SERIES 1997-A NOTE]


                        BELDEN INC.

                     6.92% Senior Note, 
                     Due August 11, 2009

No. [_____]                                                        [Date]
$[_______]                                            PPN[______________]

          FOR VALUE RECEIVED, the undersigned, BELDEN INC. (herein called
the "Company"), a corporation organized and existing under the laws of the
State of Delaware, promises to pay to [                      ], or
registered assigns, the principal sum of $[           ] on August 11, 2009,
with interest (computed on the basis of a 360-day year of twelve 30-day
months) (a) on the unpaid balance thereof at the rate of 6.92% per annum
from the date hereof, payable semiannually, on February 11 and August 11 in
each year, commencing with the February 11 or August 11 next succeeding the
date hereof, until the principal hereof shall have become due and payable,
and (b) to the extent permitted by law on any overdue payment (including
any overdue prepayment) of principal, any overdue payment of interest and
any overdue payment of any Make-Whole Amount (as defined in the Note
Purchase Agreement referred to below), payable semiannually as aforesaid
(or, at the option of the registered holder hereof, on demand), at a rate
per annum from time to time equal to the greater of (i) 8.92% or (ii) 2%
over the rate of interest publicly announced by Bank of America National
Trust & Savings Association from time to time in Chicago, Illinois as its
"base" or "prime" rate.

          Payments of principal of, interest on and any Make-Whole Amount
with respect to this Note are to be made in lawful money of the United
States of America at the principal office of Bank of America National Trust
& Savings Association in Chicago, Illinois or at such other place as the
Company shall have designated by written notice to the holder of this Note
as provided in the Note Purchase Agreement referred to below.

          This Note is one of a series of Notes (herein called the "Notes")
issued pursuant to a Note Purchase Agreement, dated as of August 1, 1997 as
from time to time amended and supplemented, the "Note Purchase Agreement"),
between the Company and the respective Purchasers named therein and is
entitled to the benefits thereof.  Each holder of this Note will be deemed,
by its acceptance hereof, (i) to have agreed to the confidentiality
provisions set forth in Section 20 of the Note Purchase Agreement and (ii)
to have made the representation set forth in Section 6.2 of the Note
Purchase Agreement.

          This Note is a registered Note and, as provided in the Note
Purchase Agreement, upon surrender of this Note for registration





                                   Exhibit 1.2  <PAGE>
                         
                                                 



<PAGE>

of transfer, duly endorsed, or accompanied by a written instrument of
transfer duly executed, by the registered holder hereof or such holder's
attorney duly authorized in writing, a new Note for a like principal amount
will be issued to, and registered in the name of, the transferee.  Prior to
due presentment for registration of transfer, the Company may treat the
person in whose name this Note is registered as the owner hereof for the
purpose of receiving payment and for all other purposes, and the Company
will not be affected by any notice to the contrary.

          The Company will make required prepayments of principal on the
dates and in the amounts specified in the Note Purchase Agreement.  This
Note is also subject to optional prepayment, in whole or from time to time
in part, at the times and on the terms specified in the Note Purchase
Agreement but not otherwise.

          If an Event of Default, as defined in the Note Purchase
Agreement, occurs and is continuing, the principal of this Note may be
declared or otherwise become due and payable in the manner, at the price
(including any applicable Make-Whole Amount) and with the effect provided
in the Note Purchase Agreement.

          This Note shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the law of the State of
Illinois excluding choice-of-law principles of the law of such State that
would require the application of the laws of a jurisdiction other than such
State.

                                   BELDEN INC.


                                   By:                           
                                   Title:                   


                    GUARANTY ENDORSEMENT

     Payment of the principal of, and interest and Make-Whole Amount, if
any, on this Note, and all other amounts due under the Note Purchase
Agreement, is guaranteed pursuant to the terms of a Guaranty dated
[         ], 1997 of Belden Wire & Cable Company.












                                        

                                    Exhibit 1.2                         
                                                 
                                        2 <PAGE>
 


<PAGE>

                                             EXHIBIT 4.4(a)
                              

                 FORM OF OPINION OF COUNSEL
                         TO THE COMPANY


     The opinion of Kevin L. Bloomfield, Vice President, Secretary and
General Counsel of the Company, shall be to the effect that:

     1.   Each of the Company and Belden Wire, and each Subsidiary
incorporated under the laws of the United States or any state thereof,
including the District of Columbia, is a corporation duly incorporated,
validly existing in good standing under the laws of Delaware, and each has
all requisite corporate power and authority to own and operate its
properties, to carry on its business as now conducted, and, in the case of
the Company, to enter into and perform the Note Purchase Agreement and to
issue and sell the Notes, and, in the case of Belden Wire, to execute,
deliver and perform the Belden Wire Guaranty.

     2.   The Note Purchase Agreement and the Notes have been duly
authorized by proper corporate action on the part of the Company, have been
duly executed and delivered by an authorized officer of the Company, and
constitute the legal, valid and binding agreements of the Company,
enforceable in accordance with their terms, except to the extent that
enforcement thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws of general application relating
to or affecting the enforcement of the rights of creditors or by equitable
principles, regardless of whether enforcement is sought in a proceeding in
equity or at law.

     3.   The Belden Wire Guaranty has been duly authorized by proper
corporate action on the part of Belden Wire, has been duly executed and
delivered by an authorized officer of Belden Wire, and constitutes the
legal, valid and binding obligation of Belden Wire, enforceable in
accordance with its terms, except to the extent the enforcement thereof may
be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or similar laws of general application relating
to or affecting the enforcement of the rights of creditors or by equitable
principles, regardless of whether enforcement is sought in a proceeding in
equity or at law.

     4.   The offering, sale and delivery of the Notes and delivery of the
Belden Wire Guaranty do not require the registration of the Notes or the
Belden Wire Guaranty under the Securities Act of 1933, as amended, or the
qualification of an indenture under the Trust Indenture Act of 1939, as
amended.

     5.   Except for filing a copy of the Note Purchase Agreement as an
exhibit to the Company's periodic reports under the Securities Act of 1934,
as amended, no authorization, approval or consent of, and no designation,
filing, declaration, registration and/or qualification with,





                                   Exhibit 4.4(a) <PAGE>
                                                    


<PAGE>

any Governmental Authority is necessary or required in connection with the
execution, delivery and performance by the Company of the Note Purchase
Agreement or the offering, issuance and sale by the Company of the Notes,
and no authorization, approval or consent of, and no designation, filing,
declaration, registration and/or qualification with, any Governmental
Authority is necessary or required in connection with the execution,
delivery and performance by Belden Wire of the Belden Wire Guaranty.

     6.   The issuance and sale of the Notes by the Company, the
performance of the terms and conditions of the Notes and the Note Purchase
Agreement and the execution and delivery of the Note Purchase Agreement do
not conflict with, or result in any breach or violation of any of the
provisions of, or constitute a default under, or result in the creation or
imposition of any Lien on, the property of the Company or any Subsidiary
pursuant to the provisions of (i) the Certificate of Incorporation or By-
laws of the Company or any Subsidiary, (ii) any loan agreement known to
such counsel to which the Company or any Subsidiary is a party or by which
any of them or their property is bound, (iii) any other Material agreement
or instrument known to such counsel to which the Company or any Subsidiary
is a party or by which any of them or their property is bound, (iv) any law
(including usury laws) or regulation applicable to the Company, or (v) to
the knowledge of such counsel, any order, writ, injunction or decree of any
court or Governmental Authority applicable to the Company.

     7.   The execution, delivery and performance of the Belden Wire
Guaranty will not conflict with, or result in any breach or violation of
any of the provisions of, or constitute a default under, or result in the
creation or imposition of any Lien on, the property of Belden Wire pursuant
to the provisions of (i) the Certificate of Incorporation or By-laws of
Belden Wire, (ii) any loan agreement known to such counsel to which Belden
Wire is a party or by which it or its property is bound, (iii) any other
Material agreement or instrument known to such counsel to which Belden Wire
is a party or by which it or its property is bound, (iv) any law or
regulation applicable to Belden Wire, or (v) to the knowledge of such
counsel, any order, writ, injunction or decree of any court or Governmental
Authority applicable to Belden Wire.

     8.   All of the issued and outstanding shares of capital stock of each
Subsidiary incorporated in the United States or any state thereof,
including the District of Columbia, have been duly and validly issued, are
fully paid and nonassessable and, except as disclosed in Schedule 5.4 to
the Note Purchase Agreement, are owned directly or indirectly by the
Company free and clear of any perfected pledge or, to the knowledge of such
counsel, any other perfected Lien.

     9.   Except as disclosed in Schedule 5.8 to the Note Purchase
Agreement, there are no actions, suits or proceedings pending, or, to such
counsel's knowledge, threatened against, or affecting the Company or any
Subsidiary, at law or in equity or before or by any Governmental Authority,
which are likely to result, individually or in the aggregate, in a Material
Adverse Effect.     10.  Neither the Company nor any Subsidiary is (i) a




                                        

                                 Exhibit 4.4(a)                            
                                       
                                        2 <PAGE>
 




"public utility company" or a "holding company," or an "affiliate" or a
"subsidiary company" of a "holding company," or an "affiliate" of such a
"subsidiary company," as such terms are defined in the Public Utility
Holding Company Act of 1935, as amended (the "1935 Act"), (ii) a "public
utility" as defined in the Federal Power Act, as amended, or (iii) an
"investment company" or an "affiliated person" thereof, as such terms are
defined in the Investment Company Act of 1940, as amended (the "1940 Act").

     11.  The issuance of the Notes and the intended use of the proceeds of
the sale of the Notes do not violate or conflict with Regulation G, T or X
of the Board of Governors of the Federal Reserve System.

The opinion of Mr. Bloomfield shall cover such other matters relating to
the sale of the Notes as the Purchasers may reasonably request.  With
respect to matters of fact on which such opinion is based, such counsel
shall be entitled to rely on appropriate certificates of public officials
and officers of the Company and with respect to matters governed by the
laws of any jurisdiction other than the United States of America and the
laws of the State of Missouri, such counsel may rely upon the opinions of
counsel deemed (and stated in their opinion to be deemed) by them to be
competent and reliable.


































                                        

                                 Exhibit 4.4(a)                 
                                                               
                                        3 <PAGE>
 


<PAGE>

                                             EXHIBIT 4.4(b)


             FORM OF OPINION OF SPECIAL COUNSEL
                     TO THE PURCHASERS



     The opinion of Gardner, Carton & Douglas, special counsel to the
Purchasers, shall be to the effect that:
     1.   The Company and Belden Wire are each a corporation organized and
validly existing in good standing under the laws of the State of Delaware,
with all requisite corporate power and authority, in the case of the
Company, to enter into the Agreement and to issue and sell the Notes, and,
in the case of Belden Wire, to execute and deliver the Belden Wire
Guaranty.

     2.   The Agreement and the Notes have been duly authorized by proper
corporate action on the part of the Company, have been duly executed and
delivered by an authorized officer of the Company, and constitute the
legal, valid and binding agreements of the Company, enforceable in
accordance with their terms, except to the extent that enforcement thereof
may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws of general application relating to or affecting
the enforcement of the rights of creditors or by equitable principles,
regardless of whether enforcement is sought in a proceeding in equity or at
law.

     3.   The Belden Wire Guaranty has been duly authorized by proper
corporate action on the part of Belden Wire, has been duly executed and
delivered by an authorized officer of Belden Wire, and constitutes the
legal, valid and binding obligation of Belden Wire, enforceable in
accordance with its terms, except to the extent that enforcement thereof
may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws of general application relating to or affecting
the enforcement of the rights of creditors or by equitable principles,
regardless of whether enforcement is sought in a proceeding in equity or at
law.

     4.   Based upon the representations set forth in the Agreement, the
offering, sale and delivery of the Notes and the issuance and delivery of
the Belden Wire Guaranty do not require the registration of the Notes or
the Belden Wire Guaranty under the Securities Act of 1933, as amended, nor
the qualification of an indenture under the Trust Indenture Act of 1939, as
amended.

     5.   The issuance and sale of the Notes and compliance with the terms
and provisions of the Notes and the Agreement will not conflict with or
result in any breach of any of the provisions of the Certificate of
Incorporation or By-Laws of the Company.







                            Exhibit 4.4(b) <PAGE>
 


<PAGE>

     6.   The execution, delivery and performance of the Belden Wire
Guaranty will not violate any provisions of the Certificates of
Incorporation or By-Laws of Belden Wire.

     7.   No approval, consent or withholding of objection on the part of,
or filing, registration or qualification with, any governmental body,
Federal or state, is necessary in connection with the execution and
delivery of the Note Purchase Agreement or the Notes or the execution and
delivery of the Belden Wire Guaranty.

The opinion of Gardner, Carton & Douglas also shall state that the opinion
of Kevin L. Bloomfield, Vice President, Secretary and General Counsel of
the Company, delivered to you pursuant to the Agreement, is satisfactory in
form and scope to Gardner, Carton & Douglas, and, in its opinion, the
Purchasers and it are justified in relying thereon and shall cover such
other matters relating to the sale of the Notes as the Purchasers may
reasonably request.






































                                        

                                 Exhibit 4.4(b)            

                                       2 <PAGE>