<PAGE> 

Exhibit 10.15

                              INDEMNIFICATION AGREEMENT


     AGREEMENT between Belden Inc., a Delaware corporation (the "Company"),
and Christopher I. Byrnes (the "Indemnitee").

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

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

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

     WHEREAS, the Articles of Incorporation of the Company and the Delaware
General Corporation Law each provide that the indemnification provided
therein shall not be exclusive; and 

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

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

1.   Certain Defined Terms.  As used in this Agreement, the following terms
     shall have the following meanings: 

        (a)  Change in Control shall be deemed to have occurred if (i) any
     "person" (as such term is used in Sections 13(d) and 14(d) of the
     Securities Exchange Act of 1934, as amended), other than a trustee or
     other fiduciary holding securities under an employee benefit plan of
     the Company or a corporation owned directly or indirectly by the
     stockholders of the Company in substantially the same proportions as
     their ownership of stock of the Company, is or becomes the "beneficial
     owner" (as defined in Rule 13d-3 under said Act), directly or
     indirectly, of securities of the Company representing 20% or more of
     the total voting power represented by the Company's then outstanding
     Voting Securities without the prior approval of the Board of
     Directors, or (ii) during any period of two consecutive years,
     individuals who at the beginning of such period constitute the Board
     of Directors of the Company and any new director whose election by the
     Board of Directors or nomination for election by the Company's
     stockholders was approved by a vote of at least two-thirds (2/3) of
     the directors then still in office who either were directors at the
     beginning of the period or whose election or nomination for election
     was previously so approved, cease for any reason to constitute a
     majority thereof, or (iii) the stockholders of the Company approve a
     merger or consolidation of the Company with any other corporation,
     other than a merger or consolidation which would result in the Voting <PAGE>
 

<PAGE>

     Securities of the Company outstanding immediately prior thereto
     continuing to represent (either by remaining outstanding or by being
     converted into Voting Securities of the surviving entity) at least 80%
     of the total voting power represented by the Voting Securities of the
     Company or such surviving entity outstanding immediately after such
     merger or consolidation, or the stockholders of the Company approve a
     plan of complete liquidation of the Company or an agreement for the
     sale or disposition by the Company of all or substantially all the
     Company's assets. 

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

        (c)  Expenses shall mean include all costs, expenses (including
     attorneys' fees) and obligations paid or incurred in connection with
     investigating, defending, being a witness in or participating in
     (including on appeal) or preparing to defend, be a witness in or
     participate in any Claim relating to any Indemnifiable Event
     (including all interest, assessments and other charges paid or payable
     in connection with or in respect of any of the foregoing). 

        (d) Judgments shall mean judgments, fines, penalties and amounts
     paid in settlement that are paid or payable in connection with any
     Claim relating to any Indemnifiable Event (including all interest,
     assessments and other charges paid or payable in connection with or in
     respect of any of the foregoing). 

        (e) Indemnifiable Event shall mean any event or occurrence related
     to the fact that Indemnitee is or was a director, director nominee,
     officer or representative of the Company, or is or was serving at the
     request of the Company as a director, trustee, officer, employee,
     agent or representative of another corporation, domestic or foreign,
     nonprofit or for profit, partnership, joint venture, employee benefit
     plan, trust or other enterprise, or by reason of anything done or not
     done by Indemnitee in any such capacity. 

        (f) Reviewing Party shall mean any appropriate person or body
     consisting of a member or members of the Company's Board of Directors
     or any other person or body appointed by the Board (including the
     special, independent counsel referred to in Section 3) who is not a
     party to the particular Claim for which Indemnitee is seeking
     indemnification. 

        (g) Voting Securities shall mean any securities of the Company
     that vote generally in the election of directors. 

2.   Scope of Indemnification. 

        (a)  Indemnification for Judgments and Expenses. In the event
     Indemnitee was, is or becomes a party to or witness or other
     participant in, or is threatened to be made a party to or witness or
     other participant in, a Claim by reason of (or arising in part out of)



                                 2 <PAGE>
 
<PAGE>

     an Indemnifiable Event, the Company shall indemnify Indemnitee to the
     fullest extent permitted by law against any and all Expenses and
     Judgments arising from or relating to such Claim. Except as otherwise
     provided in Section 2(b), such indemnification shall be made as soon
     as practicable, but in any event not later than thirty (30) days,
     after written demand therefor is presented to the Company by or on
     behalf of the Indemnitee. 

        (b)  Indemnification and Advance Payment of Expenses. Any and all
     Expenses and any and all expenses referred to in Section 2(c) shall be
     paid by the Company promptly as they are incurred by Indemnitee (any
     such payment of expenses by the Company is hereinafter referred to as
     an "Expense Advance"). Indemnitee shall be obligated, and hereby
     agrees, to repay the amount of Expenses so paid only to the extent
     that it is proved by clear and convincing evidence in a court of
     competent jurisdiction that his action or failure to act involved an
     act or omission undertaken with deliberate intent to cause injury to
     the Company or violate the law or undertaken with reckless disregard
     for the best interests of the Company. Indemnitee hereby further
     agrees to cooperate reasonably with the Company concerning any Claim. 

        (c)  Indemnification for Additional Expenses. The Company shall
     indemnify Indemnitee against any and all expenses (including
     attorneys' fees) that are incurred by Indemnitee in connection with
     any claim asserted against or action brought by Indemnitee for (i)
     indemnification of Expenses or Judgments or advance payment of
     Expenses by the Company under this Agreement or under any other
     agreement, the Company's articles, statute or rule of law now or
     hereafter in effect relating to Claims for Indemnifiable Events and
     (ii) recovery under any directors' and officers' liability insurance
     policy or policies maintained by the Company, regardless of whether
     Indemnitee ultimately is determined to be entitled to such
     indemnification, advance expense payment or insurance recovery, as the
     case may be. 

        (d) Partial Indemnity. If Indemnitee is entitled under any
     provision of this Agreement to indemnification by the Company for some
     or a portion of the Judgments and Expenses arising from or relating to
     a Claim but not, however, for all of the total amount thereof, the
     Company shall nevertheless indemnify Indemnitee for the portion
     thereof to which Indemnitee is entitled. 

        (e) Indemnification of Successful Defense Expenses.
     Notwithstanding any other provision of this Agreement, to the extent
     that Indemnitee has been successful on the merits or otherwise in
     defense of any or all Claims relating in whole or in part to an
     Indemnifiable Event or in defense of any issue or matter therein,
     including dismissal without prejudice, Indemnitee shall be indemnified
     against all Expenses incurred in connection therewith. 


3.   Reviewing Party Determinations. 

        (a) General Rules. Notwithstanding the provisions of Section 2,
     the obligations of the Company under Section 2(a) shall be subject to
     the condition that the Reviewing Party shall not have determined (in a



                                      3 <PAGE>
 
<PAGE>

     written opinion, in any case in which the special, independent counsel
     referred to in Section 4 hereof is involved) that Indemnitee would not
     be permitted to be indemnified under applicable law; provided,
     however, that if Indemnitee has commenced legal proceedings in a court
     of competent jurisdiction to secure a determination that Indemnitee
     should be indemnified under applicable law, any determination made by
     the Reviewing Party that Indemnitee would not be permitted to be
     indemnified under applicable law shall not be binding until a final
     judicial determination is made with respect thereto (as to which all
     rights of appeal therefrom have been exhausted or lapsed) and any such
     determination by the Reviewing Party shall be modified, to the extent
     necessary, to conform to such final judicial determination.
 
        (b) Selection of Reviewing Party. If there has not been a Change
     in Control, the Reviewing Party shall be selected by the Board of
     Directors. If there has been such a Change in Control, the Reviewing
     Party shall be the special, independent counsel referred to in Section
     4 hereof. 

        (c) Judicial Review. If there has been no determination by the
     Reviewing Party or if the Reviewing Party determines that Indemnitee
     substantially would not be permitted to be indemnified in whole or in
     part under applicable law, Indemnitee shall have the right to commence
     litigation in any court in the State of Delaware having subject matter
     jurisdiction thereof and in which venue is proper seeking an initial
     determination by the court or challenging any such determination by
     the Reviewing Party or any aspect thereof, and the Company hereby
     consents to service of process and to appear in any such proceeding.
     Any determination by the Reviewing Party otherwise shall be conclusive
     and binding on the Company and Indemnitee. 

        (d) Burden of Proof. In connection with any determination by the
     Reviewing Party pursuant to Section 3(a), or by a court of competent
     jurisdiction pursuant to Section 3(c) or otherwise, as to whether
     Indemnitee is entitled to be indemnified hereunder, the burden of
     proof shall be on the Company to establish by clear and convincing
     evidence that Indemnitee is not so entitled. 

4.   Change in Control. The Company agrees that if there is a Change in
     Control of the Company then with respect to all matters thereafter
     arising concerning the rights of Indemnitee to indemnity payments
     under this Agreement or under any other agreement, the Company's
     Certificate of Incorporation, statute or rule of law now or hereafter
     in effect relating to Claims for Indemnifiable Events, the Company
     shall seek legal advice only from special, independent counsel
     selected by Indemnitee and approved by the Company (which approval
     shall not be unreasonably withheld), and who has not otherwise
     performed services for the Company or Indemnitee within the last five
     years (other than in connection with such matters); provided, however,
     a majority of the Company's Board of Directors, which majority were
     directors immediately prior to such Change in Control, may waive this
     requirement.  The Company agrees to pay the reasonable fees of the
     special, independent counsel referred to above and to indemnify fully
     such counsel against any and all expenses (including attorneys' fees),
     claims, liabilities and damages arising out of or relating to this
     Agreement or its engagement pursuant hereto. 



                                         4 <PAGE>
 
<PAGE>

5.   No Presumption. For purposes of this Agreement, the termination of any
     claim, action, suit or proceeding, by judgment, order, settlement
     (whether with or without court approval) or conviction, or upon a plea
     of nolo contendere, or its equivalent, shall not create a presumption
     that Indemnitee did not meet any particular standard of conduct or
     have any particular belief or that a court has determined that
     indemnification is not permitted by applicable law. 

6.   Nonexclusivity. The rights of the Indemnitee hereunder shall be in
     addition to any other rights Indemnitee may now or hereafter have to
     indemnification by the Company. More specifically, the Parties intend
     that Indemnitee shall be entitled to indemnification to the maximum
     extent permitted by any or all of the following: 

        (a) The fullest benefits provided by the Company's
     Certificate of Incorporation and By-Laws or their equivalent of
     the Company in effect at the time the Indemnifiable Event occurs
     or at the time Expenses are incurred by Indemnitee; 

        (b) The fullest benefits allowable under Delaware law in
     effect at the date hereof or as the same may be amended to the
     extent that such benefits are increased thereby; 

        (c) The fullest benefits allowable under the law of the
     jurisdiction under which the Company exists at the time the
     Indemnifiable Event occurs or at the time Expenses are incurred
     by the Indemnitee; and 

        (d) Such other benefits as are or may be otherwise available
     to Indemnitee pursuant to this Agreement, any other agreement or
     otherwise. 

     The parties intend that combination of two or more of the benefits
     referred to in (a) through (d) shall be available to Indemnitee to the
     extent that the document or law providing for such benefits does not
     require that the benefits provided therein be exclusive of other
     benefits. The Company hereby undertakes to use its best efforts to
     assist Indemnitee, in all proper and legal ways, to obtain all such
     benefits to which Indemnitee is entitled. 

7.   Liability Insurance. The rights of the Indemnitee hereunder shall also
     be in addition to any other rights Indemnitee may now or hereafter
     have under policies of insurance maintained by the Company or
     otherwise. To the extent the Company maintains an insurance policy or
     policies providing directors' and officers' liability insurance,
     Indemnitee shall be covered by such policy or policies, in accordance
     with its or their terms, to the maximum extent of the coverage
     available for any Company director, officer or representative. 

     The Company shall maintain such insurance coverage for so long as
     Indemnitee's services are covered hereunder, provided and to the
     extent that such insurance is available on a basis acceptable to the
     Company. In the event that such insurance becomes unavailable in the
     amount of the present policy limits or in the present scope of
     coverage at premium costs and on other terms acceptable to the
     Company, then the Company may forego maintenance of all or a portion



                                         5 <PAGE>
 
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     of such insurance coverage. However, in the event of any reduction in
     (or cancellation of) such insurance coverage (whether voluntary or
     involuntary), the Company shall, and hereby agrees to, stand as a
     self-insurer with respect to the coverage, or portion thereof, not
     retained, and shall indemnify the Indemnitee against any loss arising
     out of the reduction in or cancellation of such insurance coverage. 

8.   Escrow Fund.  As collateral security for its obligations hereunder
     (including specifically its indemnity obligations [other than
     Judgments] and other obligations pursuant to Sections 2,6 and 7) and
     under similar agreements with other directors, officers and
     representatives, in the event of a Change in Control, the Company
     shall dedicate and maintain, for a period of five years following the
     Change of Control, an escrow account in the aggregate of ten million
     dollars ($10,000,000) by depositing assets or bank letters of credit
     in escrow or reserving lines of credit that may be drawn down by an
     escrow agent in said amount (the "Escrow Reserve").  The Company shall
     promptly following establishment of the Escrow Reserve provide
     Indemnitee with a true and complete copy of the agreement relating to
     the establishment and operation of the Escrow Reserve, together with
     such additional documentation or information with respect to the
     Escrow Reserve as Indemnitee may from time to time reasonably request. 
     The Company shall promptly following establishment of the Escrow
     Reserve deliver an executed copy of this Agreement to the escrow agent
     for the Escrow Reserve to evidence to that agent that Indemnitee is a
     beneficiary of that Escrow Reserve and shall deliver to Indemnitee the
     escrow agent's signed receipt evidencing that delivery.

9.   Period of Limitations. No legal action shall be brought and no cause
     of action shall be asserted by or on behalf of the Company or any
     affiliate of the Company against Indemnitee, Indemnitee's spouse,
     heirs, executors or personal or legal representatives after the
     expiration of two years from the date of accrual of such cause of
     action, and any claim or cause of action of the Company or its
     affiliate shall be extinguished and deemed released unless asserted by
     the timely filing of legal action within such two-year period;
     provided, however, that if any shorter period of limitations is
     otherwise applicable to any such cause of action such shorter period
     shall govern. 

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

11.  Subrogation. In the event of payment under this Agreement, the Company
     shall be subrogated to the extent of such payment to all of the rights
     of recovery of Indemnitee, who shall execute all papers required and
     shall do everything that may be necessary to secure such rights,
     including the execution of such documents necessary to enable the
     Company effectively to bring suit to enforce such rights.
 
12.  No Duplication of Payments. The Company shall not be liable under this
     Agreement to make any payment in connection with any claim made



                                          6 <PAGE>
 
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     against Indemnitee to the extent Indemnitee has otherwise actually
     received payment (under any insurance policy, article or otherwise) of
     the amounts otherwise indemnifiable hereunder. 

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

14.  Severability. The provisions of this Agreement shall be severable in
     the event that any of the provisions hereof (including any provision
     within a single section, paragraph or sentence) are held by a court of
     competent jurisdiction to be invalid, void or otherwise unenforceable,
     and the remaining provisions shall remain enforceable to the fullest
     extent permitted by law.

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


































                                         7 <PAGE>
 



Executed and effective as of this 14th day of November, 1995.


                              BELDEN INC.




                              By     /s/ C. Baker Cunningham
                              Name:  C. Baker Cunningham 
                              Title:  Chairman, President and Chief   
                                     Executive Officer
                              Date:

                              INDEMNITEE:




                              By     /s/ Christopher I. Byrnes
                              Name:  Christopher I. Byrnes
                              Title:  
                              Date:



































                                           8 <PAGE>
 
<PAGE>

                    INDEMNIFICATION AGREEMENT


     AGREEMENT between Belden Inc., a Delaware corporation (the "Company"),
and Bernard G. Rethore (the "Indemnitee").

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

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

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

     WHEREAS, the Articles of Incorporation of the Company and the Delaware
General Corporation Law each provide that the indemnification provided
therein shall not be exclusive; and 

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

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

1.   Certain Defined Terms.  As used in this Agreement, the following terms
     shall have the following meanings: 

        (a)  Change in Control shall be deemed to have occurred if (i) any
     "person" (as such term is used in Sections 13(d) and 14(d) of the
     Securities Exchange Act of 1934, as amended), other than a trustee or
     other fiduciary holding securities under an employee benefit plan of
     the Company or a corporation owned directly or indirectly by the
     stockholders of the Company in substantially the same proportions as
     their ownership of stock of the Company, is or becomes the "beneficial
     owner" (as defined in Rule 13d-3 under said Act), directly or
     indirectly, of securities of the Company representing 20% or more of
     the total voting power represented by the Company's then outstanding
     Voting Securities without the prior approval of the Board of
     Directors, or (ii) during any period of two consecutive years,
     individuals who at the beginning of such period constitute the Board
     of Directors of the Company and any new director whose election by the
     Board of Directors or nomination for election by the Company's
     stockholders was approved by a vote of at least two-thirds (2/3) of
     the directors then still in office who either were directors at the
     beginning of the period or whose election or nomination for election
     was previously so approved, cease for any reason to constitute a
     majority thereof, or (iii) the stockholders of the Company approve a
     merger or consolidation of the Company with any other corporation,
     other than a merger or consolidation which would result in the Voting <PAGE>
 

<PAGE>

     Securities of the Company outstanding immediately prior thereto
     continuing to represent (either by remaining outstanding or by being
     converted into Voting Securities of the surviving entity) at least 80%
     of the total voting power represented by the Voting Securities of the
     Company or such surviving entity outstanding immediately after such
     merger or consolidation, or the stockholders of the Company approve a
     plan of complete liquidation of the Company or an agreement for the
     sale or disposition by the Company of all or substantially all the
     Company's assets. 

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

        (c)  Expenses shall mean include all costs, expenses (including
     attorneys' fees) and obligations paid or incurred in connection with
     investigating, defending, being a witness in or participating in
     (including on appeal) or preparing to defend, be a witness in or
     participate in any Claim relating to any Indemnifiable Event
     (including all interest, assessments and other charges paid or payable
     in connection with or in respect of any of the foregoing). 

        (d) Judgments shall mean judgments, fines, penalties and amounts
     paid in settlement that are paid or payable in connection with any
     Claim relating to any Indemnifiable Event (including all interest,
     assessments and other charges paid or payable in connection with or in
     respect of any of the foregoing). 

        (e) Indemnifiable Event shall mean any event or occurrence related
     to the fact that Indemnitee is or was a director, director nominee,
     officer or representative of the Company, or is or was serving at the
     request of the Company as a director, trustee, officer, employee,
     agent or representative of another corporation, domestic or foreign,
     nonprofit or for profit, partnership, joint venture, employee benefit
     plan, trust or other enterprise, or by reason of anything done or not
     done by Indemnitee in any such capacity. 

        (f) Reviewing Party shall mean any appropriate person or body
     consisting of a member or members of the Company's Board of Directors
     or any other person or body appointed by the Board (including the
     special, independent counsel referred to in Section 3) who is not a
     party to the particular Claim for which Indemnitee is seeking
     indemnification. 

        (g) Voting Securities shall mean any securities of the Company
     that vote generally in the election of directors. 

2.   Scope of Indemnification. 

        (a)  Indemnification for Judgments and Expenses. In the event
     Indemnitee was, is or becomes a party to or witness or other
     participant in, or is threatened to be made a party to or witness or
     other participant in, a Claim by reason of (or arising in part out of)



                                  2 <PAGE>
 
<PAGE>

     an Indemnifiable Event, the Company shall indemnify Indemnitee to the
     fullest extent permitted by law against any and all Expenses and
     Judgments arising from or relating to such Claim. Except as otherwise
     provided in Section 2(b), such indemnification shall be made as soon
     as practicable, but in any event not later than thirty (30) days,
     after written demand therefor is presented to the Company by or on
     behalf of the Indemnitee. 

        (b)  Indemnification and Advance Payment of Expenses. Any and all
     Expenses and any and all expenses referred to in Section 2(c) shall be
     paid by the Company promptly as they are incurred by Indemnitee (any
     such payment of expenses by the Company is hereinafter referred to as
     an "Expense Advance"). Indemnitee shall be obligated, and hereby
     agrees, to repay the amount of Expenses so paid only to the extent
     that it is proved by clear and convincing evidence in a court of
     competent jurisdiction that his action or failure to act involved an
     act or omission undertaken with deliberate intent to cause injury to
     the Company or violate the law or undertaken with reckless disregard
     for the best interests of the Company. Indemnitee hereby further
     agrees to cooperate reasonably with the Company concerning any Claim. 

        (c)  Indemnification for Additional Expenses. The Company shall
     indemnify Indemnitee against any and all expenses (including
     attorneys' fees) that are incurred by Indemnitee in connection with
     any claim asserted against or action brought by Indemnitee for (i)
     indemnification of Expenses or Judgments or advance payment of
     Expenses by the Company under this Agreement or under any other
     agreement, the Company's articles, statute or rule of law now or
     hereafter in effect relating to Claims for Indemnifiable Events and
     (ii) recovery under any directors' and officers' liability insurance
     policy or policies maintained by the Company, regardless of whether
     Indemnitee ultimately is determined to be entitled to such
     indemnification, advance expense payment or insurance recovery, as the
     case may be. 

        (d) Partial Indemnity. If Indemnitee is entitled under any
     provision of this Agreement to indemnification by the Company for some
     or a portion of the Judgments and Expenses arising from or relating to
     a Claim but not, however, for all of the total amount thereof, the
     Company shall nevertheless indemnify Indemnitee for the portion
     thereof to which Indemnitee is entitled. 

        (e) Indemnification of Successful Defense Expenses.
     Notwithstanding any other provision of this Agreement, to the extent
     that Indemnitee has been successful on the merits or otherwise in
     defense of any or all Claims relating in whole or in part to an
     Indemnifiable Event or in defense of any issue or matter therein,
     including dismissal without prejudice, Indemnitee shall be indemnified
     against all Expenses incurred in connection therewith. 


3.   Reviewing Party Determinations. 

        (a) General Rules. Notwithstanding the provisions of Section 2,
     the obligations of the Company under Section 2(a) shall be subject to
     the condition that the Reviewing Party shall not have determined (in a



                                  3<PAGE>
<PAGE>

     written opinion, in any case in which the special, independent counsel
     referred to in Section 4 hereof is involved) that Indemnitee would not
     be permitted to be indemnified under applicable law; provided,
     however, that if Indemnitee has commenced legal proceedings in a court
     of competent jurisdiction to secure a determination that Indemnitee
     should be indemnified under applicable law, any determination made by
     the Reviewing Party that Indemnitee would not be permitted to be
     indemnified under applicable law shall not be binding until a final
     judicial determination is made with respect thereto (as to which all
     rights of appeal therefrom have been exhausted or lapsed) and any such
     determination by the Reviewing Party shall be modified, to the extent
     necessary, to conform to such final judicial determination.
 
        (b) Selection of Reviewing Party. If there has not been a Change
     in Control, the Reviewing Party shall be selected by the Board of
     Directors. If there has been such a Change in Control, the Reviewing
     Party shall be the special, independent counsel referred to in Section
     4 hereof. 

        (c) Judicial Review. If there has been no determination by the
     Reviewing Party or if the Reviewing Party determines that Indemnitee
     substantially would not be permitted to be indemnified in whole or in
     part under applicable law, Indemnitee shall have the right to commence
     litigation in any court in the State of Delaware having subject matter
     jurisdiction thereof and in which venue is proper seeking an initial
     determination by the court or challenging any such determination by
     the Reviewing Party or any aspect thereof, and the Company hereby
     consents to service of process and to appear in any such proceeding.
     Any determination by the Reviewing Party otherwise shall be conclusive
     and binding on the Company and Indemnitee. 

        (d) Burden of Proof. In connection with any determination by the
     Reviewing Party pursuant to Section 3(a), or by a court of competent
     jurisdiction pursuant to Section 3(c) or otherwise, as to whether
     Indemnitee is entitled to be indemnified hereunder, the burden of
     proof shall be on the Company to establish by clear and convincing
     evidence that Indemnitee is not so entitled. 

4.   Change in Control. The Company agrees that if there is a Change in
     Control of the Company then with respect to all matters thereafter
     arising concerning the rights of Indemnitee to indemnity payments
     under this Agreement or under any other agreement, the Company's
     Certificate of Incorporation, statute or rule of law now or hereafter
     in effect relating to Claims for Indemnifiable Events, the Company
     shall seek legal advice only from special, independent counsel
     selected by Indemnitee and approved by the Company (which approval
     shall not be unreasonably withheld), and who has not otherwise
     performed services for the Company or Indemnitee within the last five
     years (other than in connection with such matters); provided, however,
     a majority of the Company's Board of Directors, which majority were
     directors immediately prior to such Change in Control, may waive this
     requirement.  The Company agrees to pay the reasonable fees of the
     special, independent counsel referred to above and to indemnify fully
     such counsel against any and all expenses (including attorneys' fees),
     claims, liabilities and damages arising out of or relating to this
     Agreement or its engagement pursuant hereto. 



                                  4<PAGE>
<PAGE>

5.   No Presumption. For purposes of this Agreement, the termination of any
     claim, action, suit or proceeding, by judgment, order, settlement
     (whether with or without court approval) or conviction, or upon a plea
     of nolo contendere, or its equivalent, shall not create a presumption
     that Indemnitee did not meet any particular standard of conduct or
     have any particular belief or that a court has determined that
     indemnification is not permitted by applicable law. 

6.   Nonexclusivity. The rights of the Indemnitee hereunder shall be in
     addition to any other rights Indemnitee may now or hereafter have to
     indemnification by the Company. More specifically, the Parties intend
     that Indemnitee shall be entitled to indemnification to the maximum
     extent permitted by any or all of the following: 

        (a) The fullest benefits provided by the Company's
     Certificate of Incorporation and By-Laws or their equivalent of
     the Company in effect at the time the Indemnifiable Event occurs
     or at the time Expenses are incurred by Indemnitee; 

        (b) The fullest benefits allowable under Delaware law in
     effect at the date hereof or as the same may be amended to the
     extent that such benefits are increased thereby; 

        (c) The fullest benefits allowable under the law of the
     jurisdiction under which the Company exists at the time the
     Indemnifiable Event occurs or at the time Expenses are incurred
     by the Indemnitee; and 

        (d) Such other benefits as are or may be otherwise available
     to Indemnitee pursuant to this Agreement, any other agreement or
     otherwise. 

     The parties intend that combination of two or more of the benefits
     referred to in (a) through (d) shall be available to Indemnitee to the
     extent that the document or law providing for such benefits does not
     require that the benefits provided therein be exclusive of other
     benefits. The Company hereby undertakes to use its best efforts to
     assist Indemnitee, in all proper and legal ways, to obtain all such
     benefits to which Indemnitee is entitled. 

7.   Liability Insurance. The rights of the Indemnitee hereunder shall also
     be in addition to any other rights Indemnitee may now or hereafter
     have under policies of insurance maintained by the Company or
     otherwise. To the extent the Company maintains an insurance policy or
     policies providing directors' and officers' liability insurance,
     Indemnitee shall be covered by such policy or policies, in accordance
     with its or their terms, to the maximum extent of the coverage
     available for any Company director, officer or representative. 

     The Company shall maintain such insurance coverage for so long as
     Indemnitee's services are covered hereunder, provided and to the
     extent that such insurance is available on a basis acceptable to the
     Company. In the event that such insurance becomes unavailable in the
     amount of the present policy limits or in the present scope of
     coverage at premium costs and on other terms acceptable to the
     Company, then the Company may forego maintenance of all or a portion



                                  5<PAGE>
<PAGE>

     of such insurance coverage. However, in the event of any reduction in
     (or cancellation of) such insurance coverage (whether voluntary or
     involuntary), the Company shall, and hereby agrees to, stand as a
     self-insurer with respect to the coverage, or portion thereof, not
     retained, and shall indemnify the Indemnitee against any loss arising
     out of the reduction in or cancellation of such insurance coverage. 

8.   Escrow Fund.  As collateral security for its obligations hereunder
     (including specifically its indemnity obligations [other than
     Judgments] and other obligations pursuant to Sections 2,6 and 7) and
     under similar agreements with other directors, officers and
     representatives, in the event of a Change in Control, the Company
     shall dedicate and maintain, for a period of five years following the
     Change of Control, an escrow account in the aggregate of ten million
     dollars ($10,000,000) by depositing assets or bank letters of credit
     in escrow or reserving lines of credit that may be drawn down by an
     escrow agent in said amount (the "Escrow Reserve").  The Company shall
     promptly following establishment of the Escrow Reserve provide
     Indemnitee with a true and complete copy of the agreement relating to
     the establishment and operation of the Escrow Reserve, together with
     such additional documentation or information with respect to the
     Escrow Reserve as Indemnitee may from time to time reasonably request. 
     The Company shall promptly following establishment of the Escrow
     Reserve deliver an executed copy of this Agreement to the escrow agent
     for the Escrow Reserve to evidence to that agent that Indemnitee is a
     beneficiary of that Escrow Reserve and shall deliver to Indemnitee the
     escrow agent's signed receipt evidencing that delivery.

9.   Period of Limitations. No legal action shall be brought and no cause
     of action shall be asserted by or on behalf of the Company or any
     affiliate of the Company against Indemnitee, Indemnitee's spouse,
     heirs, executors or personal or legal representatives after the
     expiration of two years from the date of accrual of such cause of
     action, and any claim or cause of action of the Company or its
     affiliate shall be extinguished and deemed released unless asserted by
     the timely filing of legal action within such two-year period;
     provided, however, that if any shorter period of limitations is
     otherwise applicable to any such cause of action such shorter period
     shall govern. 

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

11.  Subrogation. In the event of payment under this Agreement, the Company
     shall be subrogated to the extent of such payment to all of the rights
     of recovery of Indemnitee, who shall execute all papers required and
     shall do everything that may be necessary to secure such rights,
     including the execution of such documents necessary to enable the
     Company effectively to bring suit to enforce such rights.
 
12.  No Duplication of Payments. The Company shall not be liable under this
     Agreement to make any payment in connection with any claim made



                                  6<PAGE>
<PAGE>

     against Indemnitee to the extent Indemnitee has otherwise actually
     received payment (under any insurance policy, article or otherwise) of
     the amounts otherwise indemnifiable hereunder. 

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

14.  Severability. The provisions of this Agreement shall be severable in
     the event that any of the provisions hereof (including any provision
     within a single section, paragraph or sentence) are held by a court of
     competent jurisdiction to be invalid, void or otherwise unenforceable,
     and the remaining provisions shall remain enforceable to the fullest
     extent permitted by law.

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


































                                  7 <PAGE>
 

<PAGE>

Executed and effective as of this 27th day of February, 1997.


                              BELDEN INC.




                              By     /s/ C. Baker Cunningham
                              Name:  C. Baker Cunningham 
                              Title:  Chairman, President and Chief   
                                     Executive Officer
                              Date:

                              INDEMNITEE:




                              By     /s/ Bernard G. Rethore
                              Name:  Bernard G. Rethore
                              Title:  
                              Date:



































                                  8<PAGE>
<PAGE>

                    INDEMNIFICATION AGREEMENT


     AGREEMENT between Belden Inc., a Delaware corporation (the "Company"),
and John R. DallePezze (the "Indemnitee").

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

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

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

     WHEREAS, the Articles of Incorporation of the Company and the Delaware
General Corporation Law each provide that the indemnification provided
therein shall not be exclusive; and 

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

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

1.   Certain Defined Terms.  As used in this Agreement, the following terms
     shall have the following meanings: 

        (a)  Change in Control shall be deemed to have occurred if (i) any
     "person" (as such term is used in Sections 13(d) and 14(d) of the
     Securities Exchange Act of 1934, as amended), other than a trustee or
     other fiduciary holding securities under an employee benefit plan of
     the Company or a corporation owned directly or indirectly by the
     stockholders of the Company in substantially the same proportions as
     their ownership of stock of the Company, is or becomes the "beneficial
     owner" (as defined in Rule 13d-3 under said Act), directly or
     indirectly, of securities of the Company representing 20% or more of
     the total voting power represented by the Company's then outstanding
     Voting Securities without the prior approval of the Board of
     Directors, or (ii) during any period of two consecutive years,
     individuals who at the beginning of such period constitute the Board
     of Directors of the Company and any new director whose election by the
     Board of Directors or nomination for election by the Company's
     stockholders was approved by a vote of at least two-thirds (2/3) of
     the directors then still in office who either were directors at the
     beginning of the period or whose election or nomination for election
     was previously so approved, cease for any reason to constitute a
     majority thereof, or (iii) the stockholders of the Company approve a
     merger or consolidation of the Company with any other corporation,
     other than a merger or consolidation which would result in the Voting <PAGE>
 

<PAGE>

     Securities of the Company outstanding immediately prior thereto
     continuing to represent (either by remaining outstanding or by being
     converted into Voting Securities of the surviving entity) at least 80%
     of the total voting power represented by the Voting Securities of the
     Company or such surviving entity outstanding immediately after such
     merger or consolidation, or the stockholders of the Company approve a
     plan of complete liquidation of the Company or an agreement for the
     sale or disposition by the Company of all or substantially all the
     Company's assets. 

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

        (c)  Expenses shall mean include all costs, expenses (including
     attorneys' fees) and obligations paid or incurred in connection with
     investigating, defending, being a witness in or participating in
     (including on appeal) or preparing to defend, be a witness in or
     participate in any Claim relating to any Indemnifiable Event
     (including all interest, assessments and other charges paid or payable
     in connection with or in respect of any of the foregoing). 

        (d) Judgments shall mean judgments, fines, penalties and amounts
     paid in settlement that are paid or payable in connection with any
     Claim relating to any Indemnifiable Event (including all interest,
     assessments and other charges paid or payable in connection with or in
     respect of any of the foregoing). 

        (e) Indemnifiable Event shall mean any event or occurrence related
     to the fact that Indemnitee is or was a director, director nominee,
     officer or representative of the Company, or is or was serving at the
     request of the Company as a director, trustee, officer, employee,
     agent or representative of another corporation, domestic or foreign,
     nonprofit or for profit, partnership, joint venture, employee benefit
     plan, trust or other enterprise, or by reason of anything done or not
     done by Indemnitee in any such capacity. 

        (f) Reviewing Party shall mean any appropriate person or body
     consisting of a member or members of the Company's Board of Directors
     or any other person or body appointed by the Board (including the
     special, independent counsel referred to in Section 3) who is not a
     party to the particular Claim for which Indemnitee is seeking
     indemnification. 

        (g) Voting Securities shall mean any securities of the Company
     that vote      generally in the election of directors. 

2.   Scope of Indemnification. 

        (a)  Indemnification for Judgments and Expenses. In the event
     Indemnitee was, is or becomes a party to or witness or other
     participant in, or is threatened to be made a party to or witness or
     other participant in, a Claim by reason of (or arising in part out of)



                                     2<PAGE>
<PAGE>

     an Indemnifiable Event, the Company shall indemnify Indemnitee to the
     fullest extent permitted by law against any and all Expenses and
     Judgments arising from or relating to such Claim. Except as otherwise
     provided in Section 2(b), such indemnification shall be made as soon
     as practicable, but in any event not later than thirty (30) days,
     after written demand therefor is presented to the Company by or on
     behalf of the Indemnitee. 

        (b)  Indemnification and Advance Payment of Expenses. Any and all
     Expenses and any and all expenses referred to in Section 2(c) shall be
     paid by the Company promptly as they are incurred by Indemnitee (any
     such payment of expenses by the Company is hereinafter referred to as
     an "Expense Advance"). Indemnitee shall be obligated, and hereby
     agrees, to repay the amount of Expenses so paid only to the extent
     that it is proved by clear and convincing evidence in a court of
     competent jurisdiction that his action or failure to act involved an
     act or omission undertaken with deliberate intent to cause injury to
     the Company or violate the law or undertaken with reckless disregard
     for the best interests of the Company. Indemnitee hereby further
     agrees to cooperate reasonably with the Company concerning any Claim. 

        (c)  Indemnification for Additional Expenses. The Company shall
     indemnify Indemnitee against any and all expenses (including
     attorneys' fees) that are incurred by Indemnitee in connection with
     any claim asserted against or action brought by Indemnitee for (i)
     indemnification of Expenses or Judgments or advance payment of
     Expenses by the Company under this Agreement or under any other
     agreement, the Company's articles, statute or rule of law now or
     hereafter in effect relating to Claims for Indemnifiable Events and
     (ii) recovery under any directors' and officers' liability insurance
     policy or policies maintained by the Company, regardless of whether
     Indemnitee ultimately is determined to be entitled to such
     indemnification, advance expense payment or insurance recovery, as the
     case may be. 

        (d) Partial Indemnity. If Indemnitee is entitled under any
     provision of this Agreement to indemnification by the Company for some
     or a portion of the Judgments and Expenses arising from or relating to
     a Claim but not, however, for all of the total amount thereof, the
     Company shall nevertheless indemnify Indemnitee for the portion
     thereof to which Indemnitee is entitled. 

        (e) Indemnification of Successful Defense Expenses.
     Notwithstanding any other provision of this Agreement, to the extent
     that Indemnitee has been successful on the merits or otherwise in
     defense of any or all Claims relating in whole or in part to an
     Indemnifiable Event or in defense of any issue or matter therein,
     including dismissal without prejudice, Indemnitee shall be indemnified
     against all Expenses incurred in connection therewith. 


3.   Reviewing Party Determinations. 

        (a) General Rules. Notwithstanding the provisions of Section 2,
     the obligations of the Company under Section 2(a) shall be subject to
     the condition that the Reviewing Party shall not have determined (in a



                                     3<PAGE>
<PAGE>

     written opinion, in any case in which the special, independent counsel
     referred to in Section 4 hereof is involved) that Indemnitee would not
     be permitted to be indemnified under applicable law; provided,
     however, that if Indemnitee has commenced legal proceedings in a court
     of competent jurisdiction to secure a determination that Indemnitee
     should be indemnified under applicable law, any determination made by
     the Reviewing Party that Indemnitee would not be permitted to be
     indemnified under applicable law shall not be binding until a final
     judicial determination is made with respect thereto (as to which all
     rights of appeal therefrom have been exhausted or lapsed) and any such
     determination by the Reviewing Party shall be modified, to the extent
     necessary, to conform to such final judicial determination.
 
        (b) Selection of Reviewing Party. If there has not been a Change
     in Control, the Reviewing Party shall be selected by the Board of
     Directors. If there has been such a Change in Control, the Reviewing
     Party shall be the special, independent counsel referred to in Section
     4 hereof. 

        (c) Judicial Review. If there has been no determination by the
     Reviewing Party or if the Reviewing Party determines that Indemnitee
     substantially would not be permitted to be indemnified in whole or in
     part under applicable law, Indemnitee shall have the right to commence
     litigation in any court in the State of Delaware having subject matter
     jurisdiction thereof and in which venue is proper seeking an initial
     determination by the court or challenging any such determination by
     the Reviewing Party or any aspect thereof, and the Company hereby
     consents to service of process and to appear in any such proceeding.
     Any determination by the Reviewing Party otherwise shall be conclusive
     and binding on the Company and Indemnitee. 

        (d) Burden of Proof. In connection with any determination by the
     Reviewing Party pursuant to Section 3(a), or by a court of competent
     jurisdiction pursuant to Section 3(c) or otherwise, as to whether
     Indemnitee is entitled to be indemnified hereunder, the burden of
     proof shall be on the Company to establish by clear and convincing
     evidence that Indemnitee is not so entitled. 

4.   Change in Control. The Company agrees that if there is a Change in
     Control of the Company then with respect to all matters thereafter
     arising concerning the rights of Indemnitee to indemnity payments
     under this Agreement or under any other agreement, the Company's
     Certificate of Incorporation, statute or rule of law now or hereafter
     in effect relating to Claims for Indemnifiable Events, the Company
     shall seek legal advice only from special, independent counsel
     selected by Indemnitee and approved by the Company (which approval
     shall not be unreasonably withheld), and who has not otherwise
     performed services for the Company or Indemnitee within the last five
     years (other than in connection with such matters); provided, however,
     a majority of the Company's Board of Directors, which majority were
     directors immediately prior to such Change in Control, may waive this
     requirement.  The Company agrees to pay the reasonable fees of the
     special, independent counsel referred to above and to indemnify fully
     such counsel against any and all expenses (including attorneys' fees),
     claims, liabilities and damages arising out of or relating to this
     Agreement or its engagement pursuant hereto. 



                                     4<PAGE>
<PAGE>

5.   No Presumption. For purposes of this Agreement, the termination of any
     claim, action, suit or proceeding, by judgment, order, settlement
     (whether with or without court approval) or conviction, or upon a plea
     of nolo contendere, or its equivalent, shall not create a presumption
     that Indemnitee did not meet any particular standard of conduct or
     have any particular belief or that a court has determined that
     indemnification is not permitted by applicable law. 

6.   Nonexclusivity. The rights of the Indemnitee hereunder shall be in
     addition to any other rights Indemnitee may now or hereafter have to
     indemnification by the Company. More specifically, the Parties intend
     that Indemnitee shall be entitled to indemnification to the maximum
     extent permitted by any or all of the following: 

        (a) The fullest benefits provided by the Company's
     Certificate of Incorporation and By-Laws or their equivalent of
     the Company in effect at the time the Indemnifiable Event occurs
     or at the time Expenses are incurred by Indemnitee; 

        (b) The fullest benefits allowable under Delaware law in
     effect at the date hereof or as the same may be amended to the
     extent that such benefits are increased thereby; 

        (c) The fullest benefits allowable under the law of the
     jurisdiction under which the Company exists at the time the
     Indemnifiable Event occurs or at the time Expenses are incurred
     by the Indemnitee; and 

        (d) Such other benefits as are or may be otherwise available
     to Indemnitee pursuant to this Agreement, any other agreement or
     otherwise. 

     The parties intend that combination of two or more of the benefits
     referred to in (a) through (d) shall be available to Indemnitee to the
     extent that the document or law providing for such benefits does not
     require that the benefits provided therein be exclusive of other
     benefits. The Company hereby undertakes to use its best efforts to
     assist Indemnitee, in all proper and legal ways, to obtain all such
     benefits to which Indemnitee is entitled. 

7.   Liability Insurance. The rights of the Indemnitee hereunder shall also
     be in addition to any other rights Indemnitee may now or hereafter
     have under policies of insurance maintained by the Company or
     otherwise. To the extent the Company maintains an insurance policy or
     policies providing directors' and officers' liability insurance,
     Indemnitee shall be covered by such policy or policies, in accordance
     with its or their terms, to the maximum extent of the coverage
     available for any Company director, officer or representative. 

     The Company shall maintain such insurance coverage for so long as
     Indemnitee's services are covered hereunder, provided and to the
     extent that such insurance is available on a basis acceptable to the
     Company. In the event that such insurance becomes unavailable in the
     amount of the present policy limits or in the present scope of
     coverage at premium costs and on other terms acceptable to the
     Company, then the Company may forego maintenance of all or a portion



                                     5<PAGE>
<PAGE>

     of such insurance coverage. However, in the event of any reduction in
     (or cancellation of) such insurance coverage (whether voluntary or
     involuntary), the Company shall, and hereby agrees to, stand as a
     self-insurer with respect to the coverage, or portion thereof, not
     retained, and shall indemnify the Indemnitee against any loss arising
     out of the reduction in or cancellation of such insurance coverage. 

8.   Escrow Fund.  As collateral security for its obligations hereunder
     (including specifically its indemnity obligations [other than
     Judgments] and other obligations pursuant to Sections 2,6 and 7) and
     under similar agreements with other directors, officers and
     representatives, in the event of a Change in Control, the Company
     shall dedicate and maintain, for a period of five years following the
     Change of Control, an escrow account in the aggregate of ten million
     dollars ($10,000,000) by depositing assets or bank letters of credit
     in escrow or reserving lines of credit that may be drawn down by an
     escrow agent in said amount (the "Escrow Reserve").  The Company shall
     promptly following establishment of the Escrow Reserve provide
     Indemnitee with a true and complete copy of the agreement relating to
     the establishment and operation of the Escrow Reserve, together with
     such additional documentation or information with respect to the
     Escrow Reserve as Indemnitee may from time to time reasonably request. 
     The Company shall promptly following establishment of the Escrow
     Reserve deliver an executed copy of this Agreement to the escrow agent
     for the Escrow Reserve to evidence to that agent that Indemnitee is a
     beneficiary of that Escrow Reserve and shall deliver to Indemnitee the
     escrow agent's signed receipt evidencing that delivery.

9.   Period of Limitations. No legal action shall be brought and no cause
     of action shall be asserted by or on behalf of the Company or any
     affiliate of the Company against Indemnitee, Indemnitee's spouse,
     heirs, executors or personal or legal representatives after the
     expiration of two years from the date of accrual of such cause of
     action, and any claim or cause of action of the Company or its
     affiliate shall be extinguished and deemed released unless asserted by
     the timely filing of legal action within such two-year period;
     provided, however, that if any shorter period of limitations is
     otherwise applicable to any such cause of action such shorter period
     shall govern. 

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

11.  Subrogation. In the event of payment under this Agreement, the Company
     shall be subrogated to the extent of such payment to all of the rights
     of recovery of Indemnitee, who shall execute all papers required and
     shall do everything that may be necessary to secure such rights,
     including the execution of such documents necessary to enable the
     Company effectively to bring suit to enforce such rights.
 
12.  No Duplication of Payments. The Company shall not be liable under this
     Agreement to make any payment in connection with any claim made



                                     6<PAGE>
<PAGE>

     against Indemnitee to the extent Indemnitee has otherwise actually
     received payment (under any insurance policy, article or otherwise) of
     the amounts otherwise indemnifiable hereunder. 

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

14.  Severability. The provisions of this Agreement shall be severable in
     the event that any of the provisions hereof (including any provision
     within a single section, paragraph or sentence) are held by a court of
     competent jurisdiction to be invalid, void or otherwise unenforceable,
     and the remaining provisions shall remain enforceable to the fullest
     extent permitted by law.

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


































                                     7<PAGE>

<PAGE>

Executed and effective as of this 1st day of May, 1997.


                              BELDEN INC.




                              By     /s/ C. Baker Cunningham
                              Name:  C. Baker Cunningham 
                              Title:  Chairman, President and Chief   
                                     Executive Officer
                              Date:

                              INDEMNITEE:




                              By     /s/ John R. DallePezze
                              Name:  John R. DallePezze
                              Title:  
                              Date:



































                                     8<PAGE>