<PAGE> 


                                CHANGE OF CONTROL EMPLOYMENT AGREEMENT


THIS  AGREEMENT, made as of the 16th day of August, 1996, by Belden Inc., a
Delaware corporation  (the "Company"), and _________________ ("Executive").


                              R E C I T A L S

The Executive is an officer of the Company and is employed by Belden Wire &
Cable  Company  ("BWC"), a wholly-owned subsidiary of the Company, in a key
executive  capacity.  The Executive's services are valuable to the Company.
The  Executive  possesses intimate knowledge of the business and affairs of
the  Company and has acquired certain confidential information with respect
to the Company.  

The  Company desires to insure that it will continue to have the benefit of
the  Executive's  services  and to protect its confidential information and
goodwill.    The Company recognizes that circumstances may arise in which a
change  in control of the Company occurs, through acquisition or otherwise,
causing  uncertainty  about  the  Executive's  future  employment  with the
Company without regard to the Executive's competence or past contributions.
  Such  uncertainty  may  result  in  the  loss of valuable services of the
Executive to the detriment of the Company and its stockholders.  

The  Company  and  the  Executive  desire that any proposal for a change in
control  or  acquisition of the Company will be considered by the Executive
objectively  and  with  reference only to the best interests of the Company
and  its  stockholders.    The  Executive  will  be in a better position to
consider  the  Company's  best  interests  if  the  Executive  is  afforded
reasonable  security,  as  provided  in  this  Agreement,  against  altered
conditions of employment which could result from any such change in control
or acquisition.

NOW,   the  Company  and  the  Executive  (collectively  the  "Parties"  or
individually a "Party"), agree as follows:

     1.   Certain Definitions.

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

          1.2  A f filiate  and  Associate.    The  terms  "Affiliate"  and
"Associate" shall have the meanings given them in Rule 12b-2 of the General
Rules and Regulations of the Act.

          1.3  Beneficial  Owner.    A  Person  shall  be  deemed to be the
"Beneficial Owner" of any securities:

               (i)  that  such  Person  or any other Person's Affiliates or
Associates  has  the  right  to  acquire (whether such right is exercisable
immediately  or  only after the passage of time) pursuant to any agreement,
arrangement  or  understanding,  or upon the exercise of conversion rights,
exchange  rights,  rights,  warrants  or  options,  or otherwise; provided,
however,  that  a Person shall not be deemed the Beneficial Owner of, or to
beneficially own, <PAGE>

<PAGE>

                    (A)  securities   tendered  pursuant  to  a  tender  or
exchange  offer made by or on behalf of such Person or any of such Person's
Affiliates  or  Associates  until such tendered securities are accepted for
purchase, or 

                    (B)  securities issuable upon exercise of Rights issued
pursuant to the terms of the Rights Agreement between the Company and First
Chicago  Trust  Company of New York (the "Rights Agreement"), dated at July
6,  1995,  as  amended  from  time to time (or any successor to such Rights
Agreement), at any time before the issuance of such securities;

               (ii) that  such Person or any of such Person's Affiliates or
Associates,  directly or indirectly, has the right to vote or dispose of or
has  "beneficial ownership" of (as determined pursuant to Rule 13d-3 of the
General  Rules  and  Regulations  under the Act), including pursuant to any
agreement,  arrangement  or understanding; provided, however, that a Person
shall  not  be  deemed the Beneficial Owner of, or to beneficially own, any
security  under  this  subparagraph  (ii)  as  a  result  of  an agreement,
arrangement  or  understanding  to  vote  such  security  if the agreement,
arrangement or understanding:  

                    (A)  arises  solely  from  a revocable proxy or consent
given  to such Person in response to a public proxy or consent solicitation
made  pursuant  to,  and  in  accordance  with,  the  applicable  rules and
regulations under the Act and 

                    (B)  is  not  also  then  reportable  on a Schedule 13D
under the Act (or any comparable or successor report); or

               (iii)     that   are   beneficially   owned,   directly   or
indirectly,  by  any  other  Person  with  which such Person or any of such
Person's  Affiliates  or  Associates  has  any  agreement,  arrangement  or
understanding  for  the  purpose  of  acquiring,  holding,  voting  (except
pursuant to a revocable proxy as described in Subsection 1.3 (ii) above) or
disposing  of any voting securities of the Company; provided, however, that
nothing  in  this  paragraph  (iii)  shall  cause  a  Person engaged in the
business  as  an  underwriter  of  securities  to be deemed the "Beneficial
Owner"  of,  or to "beneficially own," any securities acquired through such
Person's  participation  in  good  faith  in a firm commitment underwriting
until the expiration of forty days (40) after the date of such acquisition.

          1.4  Cause.    "Cause"  for  termination  by  the  Company of the
Executive's  employment  with  the  Company, BWC or any of their Affiliates
after  a  Change  of  Control  of  the  Company shall, for purposes of this
Agreement, be limited to: 

               (i)  the  engaging  by  the Executive in intentional conduct
taken  in  bad    faith which has caused demonstrable and serious financial
injury  to  the  Company,  as evidenced by a determination in a binding and
final  judgment,  order  or  decree  of a court or administrative agency of
competent  jurisdiction,  in effect after exhaustion or lapse of all rights
of  appeal,  in  an  action,  suit  or proceeding, whether civil, criminal,
administrative or investigative; 





                                     -2-<PAGE>
<PAGE>


               (ii) conviction  of  a felony (as evidenced by a binding and
final  judgment,  order  or decree of a court of competent jurisdiction, in
effect  after  exhaustion  of  all  rights  of  appeal) which substantially
impairs  the Executive's ability to perform his duties or responsibilities;
and 

               (iii)     continuing willful and unreasonable refusal by the
Executive  to  perform  the  Executive's duties or responsibilities (unless
significantly changed without the Executive's consent).

          1.5  Change  in  Control of the Company.  A "Change in Control of
the Company" shall be deemed to have occurred if:

               (i)  any Person (other than any employee benefit plan of the
Company  or any subsidiary of the Company, any entity holding securities of
the  Company  for or pursuant to the terms of any such plan or any trustee,
administrator  or  fiduciary  of  such a plan) is or becomes the Beneficial
Owner  of  securities  of  the  Company  representing  at  least 30% of the
combined  voting  power of the Company's then outstanding securities (other
than acquisitions directly from the Company);

               (ii) a Section 11(a)(ii) Event shall have occurred under the
Rights  Agreement  (or  a  similar  event  shall  have  occurred  under any
successor  to  such Rights Agreement) at any time any Rights are issued and
outstanding thereunder;

               (iii)     one-third  or more of the members of the Board are
not Continuing Directors; or

               (iv) there shall be consummated any merger of the Company in
which  the  Company  is  not  the  continuing  or  surviving corporation or
pursuant  to  which shares of the Company's Common Stock would be converted
into cash, securities or other property, other than a merger of the Company
in which the holders of the Company's Common Stock immediately prior to the
merger  have  the  same  proportionate  ownership  of  common  stock of the
surviving corporation immediately after the merger.

          1.6  Code.     The term "Code" means the Internal Revenue Code of
1986, as amended.

          1.7  Continuing  Director.   The term "Continuing Director" means
(i)  any  member of the Board of Directors of the Company (the "Board") who
was  a  member  of  such  Board on August 15, 1996, (ii) any successor of a
Continuing  Director who is recommended to succeed a Continuing Director by
a  majority  of  the  Continuing Directors then on the Board, and (iii) any
appointee who is recommended by a majority of the Continuing Directors then
on the Board.

          1.8  Covered  Termination.   The term "Covered Termination" means
any termination of the Executive's employment where the Termination Date is
any date prior to the end of the Employment Period.







                                     -3-<PAGE>
<PAGE>


          1.9  Employment  Period.     The term "Employment Period" means a
period  beginning  on  the  date  of a Change in Control of the Company (as
defined  in  Section 1.5 above), and ending at 11:59 p.m. St. Louis Time on
the earlier of the third anniversary of such date or the Executive's Normal
Retirement Date.

          1.10 Good  Reason.   The Executive shall have a "Good Reason" for
termination  of  employment after a Change in Control of the Company in the
event of:

               (i)  any  breach of this Agreement by the Company, including
specifically  any  breach  by  the  Company  of its agreements contained in
S e c t ions  4  (Duties),  5  (Compensation)  or  6  (Annual  Compensation
Adjustments) hereof;

               (ii) the  removal  of  the Executive from, or any failure to
reelect  or  reappoint the Executive to, any of the positions held with the
Company,  BWC  or  any  of  their  affiliates  on the date of the Change in
Control  of the Company or any other positions with the Company, BWC or any
of  their  affiliates,  to which the Executive shall thereafter be elected,
appointed  or  assigned,  except when such removal or failure to reelect or
reappoint  relates  to  the  termination  by the Company of the Executive's
employment for Cause or by reason of disability pursuant to Section 12;

               (iii)     a  good  faith determination by the Executive that
there  has  been  a  significant  adverse  change,  without the Executive's
written  consent,  in the Executive's working conditions or status with the
Company,  BWC  or  any  of their affiliates from such working conditions or
status in effect immediately prior to the Change in Control of the Company,
including but not limited to; 

                    (A)  a significant change in the nature or scope of the
Executive's authority, powers, functions, duties or responsibilities, or

                    (B)  a  significant  reduction  in the level of support
services,  staff,  secretarial  and  other  assistance,  office  space  and
accoutrements; or

               (iv) failure by the Company to obtain the Agreement referred
to in Section 17.1 (Successors) below; or

               (v)  a n y   voluntary  termination  of  employment  by  the
Executive  where  the  Notice of Termination is delivered within 30 days of
the first anniversary of the Effective Date (Window Period).

          1.11 Normal  Retirement  Date.  The term "Normal Retirement Date"
means the date Executive attains the age of 70.

          1.12 Person.   The term "Person" shall mean any individual, firm,
partnership,  corporation  or  other  entity,  including  any successor (by
merger  or  otherwise)  of  such entity, or a group of any of the foregoing
acting in concert.

          1.13 Termination Date.  For purposes of this Agreement, except as
otherwise  provided  in Section 10.2 (Death) and Section 17.1 (Successors),
the term "Termination Date" means: 


                                     -4-<PAGE>
<PAGE>


               (i)    if  the  Executive's  employment is terminated by the
Executive's death, the date of death; 

               (ii) if  the  Executive's employment is terminated by reason
of  voluntary early retirement, as agreed in writing by the Company and the
Executive,  the  date  of  such early retirement which is set forth in such
written agreement; 

               (iii)     if  the  Executive's  employment is terminated for
purposes  of this Agreement by reason of disability pursuant to Section 12,
the  earlier of thirty days after the Notice of Termination is given or one
day prior to the end of the Employment Period; 

               (iv) if  the  Executive's  employment  is  terminated by the
Executive  voluntarily (other than for Good Reason), the date the Notice of
Termination is given; and 

               (v)  if  the  Executive's  employment  is  terminated by the
Company  (whether  or  not for Cause), or by the Executive for Good Reason,
the  earlier of thirty days after the Notice of Termination is given or one
day  prior  to  the  end  of  the  Employment  Period.  Notwithstanding the
foregoing;     

                    (A)  If  termination  is  for Cause pursuant to Section
1.4(iii)  of  this  Agreement  and  if  the Executive has cured the conduct
constituting  such  Cause  as  described  by  the  Company in its Notice of
Termination  within such thirty day or shorter period, then the Executive's
employment  under  this  Agreement shall continue as if the Company had not
delivered its Notice of Termination.

                    (B)  If  the Company shall give a Notice of Termination
for  Cause  or  by  reason  of  disability  and the Executive in good faith
notifies  the  Company  that  a  dispute  exists concerning the termination
within  the  applicable  period  following  receipt  of  notice,  then  the
Executive may elect to continue his employment (or, if the Executive ceased
performing his duties under this Agreement at the request of the Company at
the  time  of  delivery  of  Notice  of  Termination,  resume  and continue
employment)   during  such  dispute  and  the  Termination  Date  shall  be
determined  under  this  paragraph.    If the Executive so elects and it is
thereafter  determined  that  Cause or disability (as the case may be ) did
exist,  the Termination Date shall be the earliest of (1) the date on which
the  dispute  is finally determined, either (x) by mutual written agreement
of  the  parties  or  (y)  in  accordance  with  Section 22 (Governing Law;
Resolution  of Disputes), (2) the date of the Executive's death, or (3) one
day  prior to the end of the Employment Period.  If the Executive so elects
and it is subsequently determined that Cause or disability (as the case may
be  )  did  not  exist,  then  the  employment  of the Executive under this
Agreement shall continue after such determination as if the Company had not
delivered  its Notice of Termination and there shall be no Termination Date
arising  out  of  such  Notice.   In either case, this Agreement continues,
until the Termination Date, if any, as if the Company had not delivered the
Notice  of  Termination  except  that, if it is finally determined that the
Company  properly  terminated  the Executive for the reason asserted in the
Notice  of  Termination,  the  Executive  shall in no case be entitled to a
Termination  Payment  (as  defined  below)  arising out of events occurring
after the Company delivered its Notice of Termination.


                                     -5-<PAGE>
<PAGE>


                    (C)  If the Executive shall in good faith give a Notice
of  Termination for Good Reason and the Company notifies the Executive that
a  dispute  exists  concerning the termination within the applicable period
following  receipt  of notice, then the Executive may elect to continue his
employment during such dispute and the Termination Date shall be determined
under  this  paragraph.  If  the Executive so elects and it is subsequently
determined  that  Good  Reason did exist, the Termination Date shall be the
earliest of (1) the date on which the dispute is finally determined, either
(x)  by  mutual  written agreement of the parties or (y) in accordance with
Section  22  (Governing  Law;  Resolution of Disputes), (2) the date of the
Executive's death or (3) one day prior to the end of the Employment Period.
If  the  Executive  so  elects  and it is subsequently determined that Good
Reason  did  not  exist,  then  the  employment of the Executive under this
Agreement  shall  continue after such determination as if the Executive had
not  delivered  the  Notice  of Termination asserting Good Reason and there
shall  be  no Termination Date arising out of such Notice.  In either case,
this  Agreement  continues,  until  the Termination Date, if any, as if the
Company  had  not delivered the Notice of Termination except that, if it is
finally  determined  that  Good Reason did exist, the Executive shall in no
case  be  denied  the  benefits  described in Sections 8 and 9 (including a
Termination   Payment)  based  on  events  occurring  after  the  Executive
delivered his Notice of Termination.

                    
                    (D)  If an opinion is required to be delivered pursuant
to  Section  9.2(ii) hereof and such opinion shall not have been delivered,
the Termination Date shall be the earlier of the date on which such opinion
is delivered or one day prior to the end of the Employment Period.

                    (E)  Except  as  provided  in  Paragraphs  (B)  and (C)
above,  if the party receiving the Notice of Termination notifies the other
Party   that  a  dispute  exists  concerning  the  termination  within  the
appropriate period following receipt of notice and it is finally determined
that  the reason asserted in such Notice of Termination did not exist, then
(1)  if  such  Notice was delivered by the Executive, the Executive will be
deemed  to  have  voluntarily terminated his employment and the Termination
Date  shall  be  the  earlier  of  the date thirty days after the Notice of
Termination  is  given or one day prior to the end of the Employment Period
and  (2)  if  delivered  by the Company, the Company will be deemed to have
terminated  the  Executive  other  than  by  reason of death, disability or
Cause.

     2.   Termination  Prior  to  Change  in  Control.  The Company and the
Executive  shall  each  retain the right to terminate the employment of the
Executive  at any time prior to a Change in Control of the Company.  If the
Executive's  employment  is  terminated prior to a Change in Control of the
Company,  this Agreement shall be terminated and all rights and obligations
of the parties under it shall cease.

     3.   Employment  Period.  If a Change in Control of the Company occurs
when  the  Executive  is employed by BWC, BWC will continue subsequently to
employ  the  Executive during the Employment Period, and the Executive will
remain  in  the  employ  of  BWC,  in  accordance  with  and subject to the
provisions of this Agreement.




                                     -6-<PAGE>
<PAGE>


     4.   Duties.    During  the Employment Period, the Executive shall, in
the  same capacities and positions held by the Executive at the time of the
Change  in Control of the Company or in such other capacities and positions
as may be agreed to by the Company and the Executive in writing, devote the
Executive's  best  efforts  and  all  of  the  Executive's  business  time,
attention  and  skill  to  the business and affairs of the Company, as such
business  and  affairs now exist and as they may subsequently be conducted.
The services that are to be performed by the Executive under this Agreement
are to be rendered in the same metropolitan area in which the Executive was
employed  at  the time of such Change in Control of the Company, or in such
other  place  or places as shall be agreed upon in writing by the Executive
and  the  Company  from time to time.  Without the Executive's consent, the
Executive  shall  not  be required to be absent from such metropolitan area
more than 45 days in any fiscal year of the Company.

     5.   Compensation.   During the Employment Period, the Executive shall
be compensated as follows:

          5.1  The  Executive  shall  receive, at reasonable intervals (but
not  less often than monthly) and in accordance with such standard policies
as  may  be  in  effect  immediately  prior to the Change in Control of the
Company,  an  annual  base  salary  in cash equivalent of not less than the
Executive's annual base salary as in effect immediately prior to the Change
in Control of the Company (which base salary shall, unless otherwise agreed
in  writing  by the Executive, include the current receipt by the Executive
of  any  amounts  that,  prior to the Change in Control of the Company, the
Executive had elected to defer, whether such compensation is deferred under
Section 401(k) of the Code or otherwise), subject to adjustment as provided
below.

          5.2  The  Executive  shall receive fringe benefits at least equal
in  value  to  those  provided  for  the Executive immediately prior to the
Change  in  Control  of  the  Company,  and  shall  be  reimbursed, at such
intervals and in accordance with such standard policies as may be in effect
immediately  prior  to the Change in Control of the Company, for any monies
advanced  in  connection with the Executive's employment for reasonable and
necessary  expenses incurred by the Executive on behalf of the Company, BWC
or their affiliates, including travel expenses.

          5.3  The  Executive  shall  be  included,  to the extent eligible
thereunder  (which eligibility shall  not be conditioned on the Executive's
salary  grade  or  on  any  other  requirement  that  excludes  persons  of
comparable  status to the Executive unless such exclusion was in effect for
such  plan or an equivalent plan immediately prior to the Change in Control
of  the Company), in any plan providing benefits for the Company's salaried
employees in general of the Company, BWC or their Affiliates, including but
not limited to the Management Incentive Plan, the Long-Term Incentive Plan,
group  life  insurance,  hospitalization,  medical, dental, savings, profit
sharing  and  stock bonus plans.  However,  in no event shall the aggregate
level  of  benefits  under such plans in which the Executive is included be
less  than  the aggregate level of benefits under plans of the Company, BWC
or  their  Affiliates  of the type referred to in this Section 5.3 in which
the  Executive was participating immediately prior to the Change in Control
of the Company.




                                     -7-<PAGE>
<PAGE>


          5.4  The  Executive  shall  annually be entitled to not less than
the  amount of paid vacation and not fewer than the number of paid holidays
to  which  the  Executive  was  entitled  annually immediately prior to the
Change  in  Control  of the Company or such greater amount of paid vacation
and  number  of  paid  holidays  as may be made available annually to other
executives of the Company, BWC or their Affiliates of comparable status and
position to the Executive.

          5.5  The  Executive  shall  be  included  in  all plans providing
additional  benefits  to executives of the Company, BWC or their Affiliates
of  comparable  status  and  position  to the Executive, including deferred
compensation,  split-dollar  life insurance, supplemental retirement, stock
option,  stock  appreciation,  stock bonus and similar or comparable plans.
However, in no event shall the aggregate level of benefits under such plans
be  less  than  the aggregate level of benefits under plans of the Company,
BWC  or  their  Affiliates  of  the type referred to in this Section 5.5 in
which  the  Executive  was participating immediately prior to the Change in
Control  of  the  Company.  Moreover, the obligation of the Company, BWC or
t h e ir  Affiliates  to  include  the  Executive  in  bonus  or  incentive
compensation plans shall be determined by Subsection 5.6.


          5.6  To  assure  that  the  Executive will have an opportunity to
earn  incentive  compensation after a Change in Control of the Company, the
Executive  shall  be  included in a bonus plan of the Company, BWC or their
Affiliates that shall satisfy the standards described below (such plan, the
"Bonus  Plan").  Bonuses under the Bonus Plan shall be payable with respect
to  achieving  such  financial  or  other  goals  reasonably related to the
business  of  the Company as the Company shall establish (the "Goals"), all
of  which  Goals  shall  be  attainable, prior to the end of the Employment
Period,  with  approximately  the  same  degree of probability as the goals
under  the  bonus plan of the Company, BWC or their Affiliates as in effect
immediately  prior  to  the  Change in Control of the Company (the "Company
Bonus  Plan") and in view of the Company's existing and projected financial
and business circumstances applicable at the time.  The amount of the bonus
(the  "Bonus Amount") that the Executive will be eligible to earn under the
Bonus  Plan  shall  be  no  less than the amount of the Executive's maximum
award provided in such Company Bonus Plan (such bonus amount is referred to
as  the  "Targeted  Bonus").    If the Goals are not achieved such that the
entire  Targeted  Bonus  is not payable, the Bonus Plan shall provide for a
payment  of  a  Bonus  Amount  equal  to  a  portion  of the Targeted Bonus
reasonably  related  to  that  portion  of  the  Goals  that were achieved.
Payment  of  the  Bonus  Amount  shall  not be affected by any circumstance
occurring  subsequent  to  the  end  of  the  Employment  Period, including
termination of the Executive's employment.

     6.   Annual  Compensation  Adjustments.  During the Employment Period,
the  Board  of  Directors  of  the  Company (or an appropriate committee or
officer   thereof)  will  consider  and  review,  at  least  annually,  the
contributions  of the Executive to the Company, BWC or their Affiliates and
in  accordance  with  the  practice of the Company, BWC or their Affiliates
prior  to  the Change in Control of the Company, due consideration shall be
given  to  the upward adjustment of the Executive's base compensation rate,
at least annually, (i) commensurate with increases generally given to other
executives of the Company, BWC or their Affiliates of comparable status and
position  to  the Executive, and (ii) as the scope of the operations of the
Company, BWC or their Affiliates or the Executive's duties expand.

                                     -8-<PAGE>
<PAGE>


     7.   Termination  For  Cause  or  Without  Good Reason.  If there is a
Covered  Termination  for  Cause or if the Executive voluntarily terminates
his  employment  other  than  for  Good Reason (any such terminations to be
subject  to  the  procedures  set  forth in Section 13), then the Executive
shall be entitled to receive only Accrued Benefits pursuant to Section 9.1.

     8.   Termination Giving Rise to a Termination Payment.  

          8.1  If  there is a Covered Termination by the Executive for Good
Reason,  or  by  the  Company  other  than  by  reason  of  (i) death, (ii)
disability pursuant to Section 12, or (iii) Cause (any such terminations to
be  subject  to the procedures set forth in Section 13), then the Executive
shall  be  entitled to receive, and the Company shall promptly pay, Accrued
Benefits  pursuant  to  Section 9.1 and, in lieu of further base salary for
p e riods  following  the  Termination  Date,  as  liquidated  damages  and
additional severance pay the Termination Payment pursuant to Section 9.2.

          8.2  If  there  is  Covered  Termination  and  the  Executive  is
entitled  to  Accrued  Benefits  and  the  Termination  Payment,  then  the
Executive shall be entitled to the following additional benefits:

               (i)  The  Executive  shall  receive,  at  the expense of the
Company,  outplacement  services,  on an individualized basis at a level of
service  commensurate  with the Executive's status with the Company, BWC or
their  Affiliates immediately prior to the Change in Control of the Company
(or,  if  higher,  immediately  prior to the termination of the Executive's
employment),  provided  by a nationally recognized executive placement firm
selected by the Company.

               (ii) For  two  years  after  the  date  of  Termination, the
Executive  shall  continue to be covered, at the expense of the Company, by
the  same or equivalent life insurance, hospitalization, medical and dental
coverage as was required under this Agreement with respect to the Executive
immediately prior to the date the Notice of Termination is given.

     9.   Payments Upon Termination.

          9.1  Accrued  Benefits.  The Executive's "Accrued Benefits" shall
include the following amounts, payable as described in this Agreement:  

               (i)  all  base  salary  for  the time period ending with the
Termination Date; 

               (ii) reimbursement  for  any  monies  advanced in connection
with  the  Executive's  employment  for  reasonable  and necessary expenses
incurred by the Executive on behalf of the Company, BWC or their Affiliates
for the time period ending with the Termination Date; 

               (iii)     any other cash earned through the Termination Date
and  deferred  at the election of the Executive or pursuant to any deferred
compensation plan then in effect; 

               (iv) a    l ump  sum  payment  of  the  bonus  or  incentive
compensation otherwise payable to the Executive with respect to the year in
which termination occurs under all bonus or incentive compensation plans in
which the Executive is a participant; and


                                     -9-<PAGE>
<PAGE>


               (v)  all  other payments and benefits to which the Executive
(or in the event of the Executive's death, the Executive's surviving spouse
or  other  beneficiary)  may be entitled as compensatory fringe benefits or
under  the  terms  of  any  benefit  plan  of  the  Company,  BWC  or their
Affiliates,  and  severance payments under the Company's severance policies
and  practices  as  in effect immediately prior to the Change in Control of
the  Company.    Payment  of  Accrued  Benefits  shall  be made promptly in
a c cordance  with  the  Company's  prevailing  practice  with  respect  to
Subsections  (i)  and  (ii) or, with respect to Subsections (iii), (iv) and
(v),  pursuant  to  the  terms of the benefit plan or practice establishing
such benefits.

          9.2  Termination Payment.

               (i)  Subject  to the limits set forth in Subsection 9.2(ii),
the  Termination  Payment  shall  be an amount equal to (A) the Executive's
annual base salary, as in effect immediately prior to the Change in Control
of  the Company, as adjusted upward, from time to time, pursuant to Section
6,  plus (B) the amount of the highest annual bonus award (determined on an
annualized  basis  for  any  bonus award paid for a period of less than one
year)  paid  to the Executive with respect to the two complete fiscal years
preceding  the  Termination Date (the aggregate amount set forth in (A) and
(B) hereof shall be referred to as "Annual Cash Compensation"), times (C) a
factor  of 2.99.  The Termination Payment shall be paid to the Executive in
cash  equivalent  ten  business days after the Termination Date.  Such lump
sum  payment  shall  not be reduced by any present value or similar factor,
and  the  Executive  shall  not  be  required to mitigate the amount of the
Termination  Payment  by  securing  other employment or otherwise, nor will
such  Termination  Payment be reduced by reason of the Executive's securing
other employment or for any other reason.  The Termination Payment shall be
in  addition  to  any  other  severance  payments to which the Executive is
entitled  under the Company's severance policies and practices as in effect
immediately prior to the Change in Control of the Company.  

               (ii) Notwithstanding  any contrary provision, if any portion
of  the Termination Payment would constitute an "excess parachute payment,"
then  the  Termination  Payment shall be reduced such that the value of the
Termination  Payment  the  Executive  will receive shall be One Dollar ($1)
less  than  the  maximum  amount  which  the  Executive may receive without
becoming  subject  to  the  tax imposed by Section 4999 of the Code (or any
successor provision) or which the Company may pay without loss of deduction
under  Section 280G(a) of the Code (or any successor provision).  The terms
"excess parachute payment" and "parachute payments" shall have the meanings
assigned  to them in Section 280G of the Code (or any successor provision),
and such "parachute payments" shall be valued as provided therein.  Present
value for purposes of this Agreement shall be calculated in accordance with
Section  1274(b)(2)  of  the  Code  (or  any  successor provision).  If the
provisions  of  Sections  280G  and  4999  of  the  Code  (or any successor
provisions)  are  repealed  without  succession,  then this Section 9.2(ii)
shall be of no further force or effect.








                                    -10-<PAGE>
<PAGE>


               (iii)  (A)  If, notwithstanding the provisions of Subsection
(ii)  of  this  Section  9.2,  but  subject  to  paragraph  (B)below, it is
ultimately  determined  by  a court or pursuant to a final determination by
the Internal Revenue Service that any portion of Total Payments (as defined
below)  is subject to the tax (the "Excise Tax") imposed by Section 4999 of
the  Code  (or  any  successor  provision),  the  Company  shall pay to the
Executive  an  additional amount (the "Gross-Up Payment") such that the net
amount  retained by the Executive after deduction of any Excise Tax and any
interest  charges  or penalties in respect of the imposition of such Excise
Tax (but not any federal, state or local income tax) on the Total Payments,
and any federal, state and local income tax and Excise Tax upon the payment
provided  for  by  this  Subsection  (iii),  shall  be  equal  to the Total
Payments.  As used in this Section 9.2(iii), the term Total Payments" means
the  Termination  Payment  and  any  other payment payable to the Executive
under this Agreement or under any other agreement or plan of the Company or
any  affiliate  of  the Company.  For purposes of determining the amount of
the  Gross-Up  Payment, the Executive shall be deemed to pay federal income
taxes  at  the  highest  marginal  rate  of  federal income taxation in the
calendar  year  in  which  the Gross-Up Payment is to be made and state and
local  income  taxes at the highest marginal rates of taxation in the state
and  locality  of  the  Executive's domicile for income tax purposes on the
date  the Gross-Up Payment is made, net of the maximum reduction in federal
income taxes which could be obtained from reduction of such state and local
taxes.

                    (B)  If  legislation  is enacted that would require the
Company's  stockholders  to  approve  this  Agreement, prior to a Change in
Control  of the Company, due solely to the provision contained in paragraph
(A) of this Subsection 9.2(iii), then;

               (1)  from  and after such time as stockholder approval would
be  required,  until  stockholder  approval is obtained as required by such
legislation, paragraph (A) shall be of no force and effect;

               (2)  the  Company  and  the  Executive  shall use their best
efforts  to  consider  and  agree  in  writing  upon  an  amendment to this
Subsection  9.2(iii)  such  that, as amended, this Subsection would provide
the Executive with the benefits intended to be afforded to the Executive by
paragraph (A) without requiring stockholder approval; and 

               (3)  at the reasonable request of the Executive, the Company
shall  seek  stockholder  approval  of  this  Agreement  at the next annual
meeting of stockholders of the Company.















                                    -11-<PAGE>
<PAGE>

     10.  Death.

          10.1 Except  as  provided  in  Section  10.2,  in  the event of a
Covered  Termination  due to the Executive's death, the Executive's estate,
heirs  and beneficiaries shall receive all the Executive's Accrued Benefits
through the Termination Date.

          10.2 I n   the  event  the  Executive  dies  after  a  Notice  of
Termination  is  given (i) by the Company or (ii) by the Executive for Good
Reason,  the  Executive's estate, heirs and beneficiaries shall be entitled
to  the  benefits  described  in  Section  10.1  hereof and, subject to the
provisions  of this Agreement, to such Termination Payment as the Executive
would  have  been entitled to had the Executive lived. For purposes of this
Subsection  10.2,  the Termination Date shall be the earlier of thirty days
following  the  giving  of  the Notice of Termination, subject to extension
pursuant  to  Section  1.14,  or one day prior to the end of the Employment
Period.

     11.  Retirement.    If,  during  the  Employment Period, the Executive
and  the  Company  shall  execute  an  agreement  providing  for  the early
retirement  of  the  Executive  from  the  Company,  or the Executive shall
otherwise  give notice that he is voluntarily choosing to retire early from
the  Company,  the  Executive  shall  receive  Accrued Benefits through the
Termination  Date.  However, if the Executive's employment is terminated by
the  Executive  for  Good  Reason or by the Company other than by reason of
death,  disability or Cause and the Executive also, in connection with such
termination, elects voluntary early retirement, the Executive shall also be
entitled to receive a Termination Payment pursuant to Section 8.1 hereof.

     12.  Termination for Disability.   If,  during  the Employment Period,
as a result of the Executive's disability due to physical or mental illness
or  injury  (regardless  of whether such illness or injury is job-related),
the Executive shall have been absent from the Executive's duties under this
Agreement  on a full-time basis for a period of six consecutive months and,
within thirty days after the Company notifies the Executive in writing that
it  intends to terminate the Executive's employment (which notice shall not
constitute  the  Notice  of  Termination contemplated below), the Executive
shall  not have returned to the performance of the Executive's duties under
this  Agreement  on  a  full-time  basis,  the  Company  may  terminate the
Executive's  employment for purposes of this Agreement pursuant to a Notice
of  Termination  given  in  accordance with Section 13.  If the Executive's
employment  is  terminated  on  account  of  the  Executive's disability in
accordance  with this Section, the Executive shall receive Accrued Benefits
in  accordance  with  Section  9.1 hereof and shall remain eligible for all
benefits  provided by any long term disability programs of the Company, BWC
or its Affiliates in effect at the time of such termination.

     13.  Termination Notice and Procedure.  Any Covered Termination by the
Company  or  the  Executive  shall  be  communicated  by  written Notice of
Termination  to  the Executive, if such Notice is given by the Company, and
to the Company, if such Notice is given by the Executive, all in accordance
with the following procedures and those set forth in Section 23: 

          13.1 If such termination is for disability, Cause or Good Reason,
the Notice of Termination shall indicate in reasonable detail the facts and
circumstances alleged to provide a basis for such termination.



                                    -12-<PAGE>
<PAGE>


          13.2 Any  Notice  of  Termination  by the Company shall have been
approved,  prior  to  the  giving thereof to the Executive, by a resolution
duly  adopted  by  a  majority  of  the  directors  of  the Company (or any
successor corporation) then in office.

          13.3 If the Notice is given by the Executive for Good Reason, the
Executive  may cease performing his duties under this Agreement on or after
the date fifteen days after the delivery of Notice of Termination and shall
in  any  event  cease employment on the Termination Date.  If the Notice is
given  by  the  Company, then the Executive may cease performing his duties
under  this  Agreement on the date of receipt of the Notice of Termination,
subject to the Executive's rights under this Agreement.

          13.4 The  Executive shall have thirty days, or such longer period
as the Company may determine to be appropriate, to cure any conduct or act,
if  curable,  alleged to provide grounds for termination of the Executive's
employment for Cause under this Agreement pursuant to Subsection 1.4(iii).

          13.5 The  recipient of any Notice of Termination shall personally
deliver or mail in accordance with Section 23 written notice of any dispute
relating  to  such  Notice  of  Termination to the party giving such Notice
within  fifteen  days  after receipt thereof.  However,  if the Executive's
conduct  or  act  alleged to provide grounds for termination by the Company
for  Cause  is  curable,  then such period shall be thirty days.  After the
expiration  of such period, the contents of the Notice of Termination shall
become final and not subject to dispute.

     14.  Further  Obligations of the Executive.  The   Executive   agrees
that,  in  the  event  of  any  Covered  Termination where the Executive is
entitled  to and receives Accrued Benefits and the Termination Payment, the
Executive  shall  not, for a period of one year after the Termination Date,
without  the  prior  written  approval of the Company's Board of Directors,
participate  in  the  management  of,  be  employed  by or own any business
enterprise  at  a  location  within  the  United  States  that  engages  in
substantial  competition  with  the Company or its subsidiaries, where such
enterprise's revenues from any competitive activities amount to 40% or more
of such enterprise's net revenues and sales for its most recently completed
fiscal  year.    However,  nothing  in  this  Section 14 shall prohibit the
Executive  from  owning stock or other securities of a competitor amounting
to  less  than  five  percent  of  the  outstanding  capital  stock of such
competitor.    The  Executive  also shall perform his obligations under the
"Secrecy  Agreement"  and  the  "Invention  Assignment  and Confidentiality
Agreement" entered into by the Company and the Executive.















                                    -13-<PAGE>
<PAGE>


     15.  Expenses and Interest.   If,  after  a  Change  in Control of the
Company,  (i)  a  dispute  arises  with  respect  to the enforcement of the
Executive's  rights  under  this Agreement or (ii) any legal or arbitration
proceeding shall be brought to enforce or interpret any provision contained
in  this Agreement or to recover damages for breach, in either case so long
as  the  Executive  is not acting in bad faith, the Executive shall recover
from  the  Company  any  reasonable attorneys' fees and necessary costs and
disbursements  incurred  as  a result of such dispute, legal or arbitration
proceeding  ("Expenses"), and prejudgment interest on any money judgment or
arbitration  award  obtained  by  the  Executive  calculated at the rate of
interest announced by Boatman's Bank, St. Louis, Missouri from time to time
as its prime or base lending rate from the date that payments to him should
have been made under this Agreement.  Within ten days after the Executive's
written  request,  the  Company  shall  pay to the Executive, or such other
person  or entity as the Executive may designate in writing to the Company,
the  Executive's reasonable Expenses in advance of the final disposition or
conclusion of any such dispute, legal or arbitration proceeding.

     16.  Payment Obligations Absolute. The Company's obligation during and
after  the  Employment  Period to pay the Executive the amounts and to make
the  benefit  and  other  arrangements  provided in this Agreement shall be
absolute  and unconditional and shall not be affected by any circumstances,
including,   without  limitation,  any  setoff,  counterclaim,  recoupment,
defense  or  other  right  which the Company may have against him or anyone
else.    Except  as  provided  in Section 15 of this Agreement, all amounts
payable  by  the  Company hereunder shall be paid without notice or demand.
Each  payment  made under this Agreement by the Company shall be final, and
the  Company  will  not  seek  to recover any part of such payment from the
Executive, or from whoever may be entitled to such payment, for any reason.

     17.  Successors.

          17.1 I f    the  Company  sells,  assigns  or  transfers  all  or
substantially  all  of  its  business  and  assets  to any Person or if the
Company  merges  into  or  consolidates  or  otherwise  combines (where the
Company does not survive such combination) with any Person (any such event,
a  "Sale  of  Business"),  then  the Company shall assign all of its right,
title  and  interest in this Agreement as of the date of such event to such
Person,  and  the  Company shall cause such Person, by written agreement in
form  and  substance reasonably satisfactory to the Executive, to expressly
assume  and agree to perform from and after the date of such assignment all
of  the terms, conditions and provisions imposed by this Agreement upon the
Company.    Failure  of  the  Company to obtain such agreement prior to the
effective date of such Sale of Business shall be a breach of this Agreement
constituting  "Good  Reason"  for  termination  hereunder,  except that for
purposes  of  implementing  the  foregoing the date upon which such Sale of
Business  becomes  effective shall be deemed the Termination Date.  In case
of  such  assignment by the Company and of assumption and agreement by such
Person,  as  used in this Agreement, "Company" shall subsequently mean such
Person  which  executes  and  delivers  the  agreement provided for in this
Section  17 or that otherwise becomes bound by all the terms and provisions
of  this  Agreement  by operation of law, and this Agreement shall inure to
the  benefit  of, and be enforceable by, such Person.  The Executive shall,
in his discretion, be entitled to proceed against any of such Persons, any 




                                    -14-<PAGE>
<PAGE>

Person  which  theretofore  was  such  a  successor  to the Company and the
Company  (as  so  defined)  in  any  action  to  enforce  any rights of the
Executive  under  this  Agreement.   Except as provided in this Subsection,
this  Agreement  shall  not  be  assignable by the Company.  This Agreement
shall  not be terminated by the voluntary or involuntary dissolution of the
Company.

          17.2 This  Agreement  and all rights of the Executive shall inure
to  the  benefit of and be enforceable by the Executive's personal or legal
representatives,  executors,  administrators, heirs and beneficiaries.  All
amounts  payable to the Executive under Sections 7, 8, 9, 10, 11, 12 and 15
if  the  Executive had lived shall be paid, in the event of the Executive's
death, to the Executive's estate, heirs and representatives.  However,  the
foregoing shall not be construed to modify any terms of any benefit plan of
the  Company,  as  such  terms  are  in effect on the date of the Change in
Control  of  the Company, that expressly govern benefits under such plan in
the event of the Executive's death.

     18.  Severability.  The provisions of this Agreement shall be regarded
as  divisible,  and  if  any  provision  or any part is declared invalid or
unenforceable  by  a  court  of  competent  jurisdiction,  the validity and
enforceability  of  the  remainder  of  such  provisions  or  parts and the
applicability thereof shall not be so affected.

     19.  Amendment.     This  Agreement  may not be amended or modified at
any  time  except  by  written  instrument  executed by the Company and the
Executive.

     20.  Withholding.   The  Company  shall  be  entitled to withhold from
amounts to be paid to the Executive under this Agreement any federal, state
or  local  withholding  or  other taxes or charges which it is from time to
time  required  to  withhold.    However,  the amount so withheld shall not
exceed  the  minimum  amount  required  to be withheld by law.  The Company
shall  be  entitled  to  rely  on  an  opinion of nationally recognized tax
counsel  if  any  question  as  to  the  amount  or requirement of any such
withholding shall arise.

     21.  Certain Rules of Construction.     No  Party  shall be considered
as  being responsible for the drafting of this Agreement for the purpose of
applying  any rule construing ambiguities against the drafter or otherwise.
No  draft  of this Agreement shall be taken into account in construing this
Agreement.   Any provision of this Agreement which requires an agreement in
writing  shall  be deemed to require that the writing in question be signed
by the Executive and an authorized representative of the Company.















                                    -15-<PAGE>
<PAGE>


     22.  Governing Law; Resolution of Disputes.  This  Agreement  and  the
rights  and  obligations  under  it  shall  be governed by and construed in
accordance with the laws of the State of Delaware.  Any dispute arising out
of  this  Agreement  shall,  at  the Executive's election, be determined by
arbitration under the rules of the American Arbitration Association then in
effect (in which case both parties shall be bound by the arbitration award)
or  by  litigation.  Whether the dispute is to be settled by arbitration or
litigation, the venue for the arbitration or litigation shall be St. Louis,
Missouri  or,  at  the  Executive's election, if the Executive is no longer
residing  or  working  in the St. Louis, Missouri metropolitan area, in the
judicial  district  encompassing  the  city in which the Executive resides.
However,  if  the  Executive is not then residing in the United States, the
election  of  the  Executive with respect to such venue shall be either St.
Louis,  Missouri  or in the judicial district encompassing that city of the
United  States  among  the  thirty cities having the largest population (as
determined  by  the  most recent United States Census data available at the
Termination  Date)  that  is  closest  to  the  Executive's residence.  The
Parties  consent  to  personal  jurisdiction  in  each  trial  court in the
selected  venue  having  subject  matter  jurisdiction  regardless of their
residence  or  situs,  and  each  party  irrevocably consents to service of
process in the manner provided in Section 23.

     23.  Notice.   Notices  given  pursuant  to this Agreement shall be in
writing  and, except as otherwise provided by Section 13.4, shall be deemed
given  when  actually received by the Executive or actually received by the
Company's Secretary or any officer of the Company other than the Executive.
If  mailed,  such  notices  shall  be mailed by United States registered or
certified  mail, return receipt requested, addressee only, postage prepaid,
if  to the Company, to Belden Inc., Attention:  Secretary (or President, if
the Executive is then Secretary), 7701 Forsyth Blvd., Suite 800, St. Louis,
Missouri  63105, or if to the Executive, at the address set forth below the
Executive's  signature  to  this Agreement, or to such other address as the
Party to be notified shall have given to the other Party in writing.

     24.  No Waiver.     No  waiver  by  either  Party  at  any time of any
breach  by  the  other  Party  of,  or  compliance  with,  any condition or
provision  of  this  Agreement  to be performed by the other Party shall be
deemed  a  waiver  of similar or dissimilar provisions or conditions at the
same time or any prior or subsequent time.

     25.  Headings. The  headings  are  for  reference  only  and shall not
affect the meaning or interpretation of any provision of this Agreement.

     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
day and year first written above.

                              BELDEN INC.

                              By:_____________________________________
     
                              Attest:__________________________________
                    
                              OFFICER

                              By:______________________________________


                                    -16- <PAGE>