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                                                                    EXHIBIT 10.1

[BELDEN LOGO]

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT

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                                                     NUMBER OF SHARES OF
GRANTED TO:                         GRANT DATE       BELDEN INC. COMMON         SOCIAL SECURITY NUMBER
                                    ------------------------------------------------------------------
<S>                                 <C>              <C>                        <C>
        LORNE D. BAIN               MAY 7, 2003             2,000                    XXX-XX-XXXX
                                    ------------------------------------------------------------------

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This Agreement is made between Belden Inc., a Delaware corporation, having its
principal office in St. Louis, Missouri (the "Company"), and the undersigned, a
non-employee director of the Company.

The parties have agreed as follows:

1.       Pursuant to the 2003 Belden Inc. Long-Term Incentive Plan (the "Plan"),
         the Company grants to the director a restricted stock award in the
         number of shares of the Company's common stock, par value $.01 per
         share, noted above (the "Restricted Shares"), on the grant date,
         subject to the following conditions and the terms and conditions of the
         Plan:

         (a)      Transfer Restrictions. The Restricted Shares shall not be
                  sold, exchanged, transferred, pledged, or otherwise disposed
                  of before the director's departure from the Board of Directors
                  of the Company, other than for cause. However, to meet the
                  requirements of Rule 16b-3 under the Securities and Exchange
                  Act of 1934, a director will not be permitted to transfer the
                  Restricted Shares prior to the expiration of six (6) months
                  from the grant date.

         (b)      Disability/Death. In the event of disability or death of the
                  director during continued service with the Company, the
                  Transfer Restrictions shall lapse and be of no further force
                  or effect and the shares shall be deemed fully vested, unless
                  the date of disability or death occurs prior to the expiration
                  of six months from the date of grant.

         (c)      Transferability. Prior to the lapsing of the Transfer
                  Restrictions, no Restricted Shares shall be transferable by a
                  non-employee director except pursuant to a qualified domestic
                  relations order (as defined by the Internal Revenue Code).

         (d)      Change of Control. In the event of a Change of Control, as
                  defined in the Plan, the restrictions applicable to all shares
                  of Restricted Shares shall lapse and such shares shall be
                  deemed fully vested.

         The Committee has the absolute discretion to determine whether to issue
         share certificates for any Restricted Shares awarded to the director
         while they are subject to any Transfer Restrictions. Thereafter, the
         director will be entitled to receive share certificates for such
         shares.

         The Restricted Shares granted under this Agreement are subject to the
         Company's registering the shares under applicable securities laws.

2.       Subject to the Transfer Restrictions, the director shall have all of
         the rights of a shareholder of the Company with respect to such
         Restricted Shares, including the right to vote such Restricted Shares
         and to receive all dividends or other distributions paid with respect
         to such Restricted Shares.

3.       To the extent the issuance of Restricted Shares or the lapse of
         Transfer Restrictions results in the receipt of compensation to the
         director, the Company is authorized to withhold from any cash
         compensation then or thereafter payable to the director any tax
         required to be withheld by reason of the receipt of compensation
         resulting from the award, the issuance of shares or the lapse of the
         Transfer Restrictions.

4.       The director authorizes the Company or its agent to retain custody of
         any certificates representing the Restricted Shares awarded by this
         Agreement until the Transfer Restrictions lapse. The director agrees to
         take any action, and consents to taking such action by the Company,
         with respect to the Restricted Shares awarded by this Agreement to
         achieve compliance with applicable laws or regulations. Any
         determination by the Company's legal counsel with respect to such need
         for any action to achieve compliance shall be final and binding.

5.       The Compensation Committee of the Company (the "Committee") shall have
         authority, subject to the express provisions of the Plan, to construe
         this Agreement and the Plan, to establish, amend and rescind rules and
         regulations relating to the Plan, and to make all other determinations
         in the judgment of the Committee necessary or desirable for the
         administration of the Plan. The Committee may correct any defect or
         supply any omission or reconcile any inconsistency in the Plan or in
         this Agreement in the manner and to the extent it shall deem expedient
         to carry out the purpose of the Plan. All action by the Committee under
         the provisions of this paragraph shall be final and binding for all
         purposes.

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                                                                    EXHIBIT 10.1

6.       Notwithstanding any provisions hereof, this Agreement and the
         Restricted Shares granted hereunder shall be subject to all of the
         provisions of the Plan as are in effect from time to time, which
         provisions are incorporated herein by reference.

7.       This Agreement shall be construed and enforced in accordance with the
         laws of Delaware, other than any choice of law provisions calling for
         the application of the laws of another jurisdiction.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate
as of the Grant Date first above written.

Belden Inc.

By /s/ C. Baker Cunningham
   -----------------------------------
   C. Baker Cunningham
   Chairman, President
   and Chief Executive Officer

Director Signature /s/ Lorne D. Bain
                   -----------------------------

Social Security No. ____________________________

Home Address ___________________________________

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