<PAGE>
                                   EXHIBIT 4.7

                             THIRD AMENDMENT TO THE
                           BELDEN WIRE & CABLE COMPANY
                             RETIREMENT SAVINGS PLAN


WHEREAS, Belden Wire & Cable Company (hereinafter referred to as the "Employer")
established the Belden Wire & Cable Company Retirement Savings Plan (hereinafter
referred to as the "Plan") restated as of January 1, 2001 for the benefit of
certain employees of the Employer;

WHEREAS, Section 1 of Article XVIII of the Plan in effect prior to this
amendment provides that provides that the Employer may amend the Plan at any
time;

WHEREAS, the Employer deems it desirable to make certain revisions to the Plan;

WHEREAS, the Company deems it desirable to reaffirm/clarify the Company's role
in the administration of the Plan;

NOW, THEREFORE, the Plan is amended hereinafter set forth.

1.       The plan is amended by replacing the term "Benefits Committee" with
         "Company" throughout the document except where modified in this
         amendment.

2.       Article I is amended by deleting Section 8, the definition of Benefits
         Committee in its entirety.

3.       Article I is amended by adding the following definition between
         definitions 10 and 11:

         "10A "Company" means the Belden Wire & Cable Company, its corporate
         successors, and the surviving corporation resulting from any merger or
         consolidation of Belden Wire & Cable Company with any other corporation
         or corporations."

4.       Article I, is amended by adding the following definition between
         definitions 39 and 40:

         "39A. "Plan Administrator" means the person(s), organization(s) or
         committee acting as plan administrator, as defined in ERISA in
         accordance with Article XVII."

5.       Article XI, Section 5 is amended effective January 1, 2004 in its
         entirety as follows:

         "Section 5 Investment of Employer Matching Contributions Account

         Regardless of the Participant's election pursuant to the other sections
         in this Article, all of the Employer Matching Contributions Account
         will be invested in the Investment

                                                                               1
<PAGE>

         Fund that primarily holds Employer Stock (effective January 11, 2000
         for Participants of Belden Communications).

         A Participant may transfer all or a portion of the Participant's
         Company Matching Contributions Account into the Belden Stock Fund or
         out of the Belden Stock Fund to other Investment Funds as of any
         Valuation Date. This transfer is executed using procedures similar to
         those specified in Section 3 of this Article. Additional restrictions
         on the timing of this election apply to officers of the Employer
         required to comply with Section 16 of the Securities Exchange Act of
         1934 (as amended) and regulations issued thereunder.

         Prior to January 1, 2004, a Participant may transfer all or a portion
         of the Participant's Company Matching Contributions Account invested in
         the Belden Stock Fund to other Investment Funds as of any Valuation
         Date. This transfer is executed using procedures similar to those
         specified in Section 3 of this Article. Additional restrictions on the
         timing of this election apply to officers of the Employer required to
         comply with Section 16 of the Securities Exchange Act of 1934 (as
         amended) and regulations issued thereunder.

         Prior to March 1, 2002, a Participant may transfer all or a portion of
         the Participant's Company Matching Contributions Account as of any
         Valuation Date on or after the Participant reaches age 55. This
         transfer is executed using procedures similar to those specified in
         Section 3 of this Article. Additional restrictions on the timing of
         this election apply to officers of the Employer required to comply with
         Section 16 of the Securities Exchange Act of 1934 (as amended) and
         regulations issued thereunder."

6.       Article XIV Section 5 (A), is deleted and replaced with the following:

         "(A) General Forms of Payment

         Upon a Participant's retirement, or if the Participant has terminated
         employment and attained age 55, the Participant may elect his account
         balance be distributed in two parts as a percent or in a dollar amount
         between:

         (1)      a lump sum,

         (2)      leave in the plan (the remaining account balance after the
                  distribution must be at least $5,000), or

         (3)      transfer (except the portion of the Participant's Account
                  representing Employee After-Tax Contributions which are paid
                  to the Participant in the form of a single lump sum) to the
                  Belden Wire & Cable Company Pension Plan payable in accordance
                  with the terms of that plan.

         The election must equal the total value of the Participant's account.

                                                                               2
<PAGE>

         An exception to the above rule occurs for Participants who were
         employed at the Clinton, Arkansas and Carmel, Indiana facilities. For
         those Participants who continued employment with the purchasing company
         and whose Account balance was at least $5,000, they were eligible to
         receive a lump sum of their Account balance until December 31, 2001. If
         they chose to leave their Account balance in the Plan, they would only
         be able to receive a distribution after their employment terminated
         with the purchasing company. If the Participant terminated employment
         with the purchasing company, they were treated as provided in this
         Article XIV. For Participants who continued employment with the
         purchasing company and whose Account balance was under $5,000, they
         received a single lump sum as defined in Section 5(C) of this Article.

         If a Participant's termination of employment is before reaching a
         retirement date defined in Section 2(A) of this Article and the
         Participant does not elect to defer payment until the Participant
         attains age 55, the Participant may elect his account balance be
         distributed in two parts as a percent or in a dollar amount between:

         (4)      a lump sum, or

         (5)      leave in the plan (the remaining account balance after the
                  distribution must be at least $5,000).

         The election must equal the total value of the Participant's account.

7.       Article XVI, is deleted and replaced with the following:

                                  "ARTICLE XVI

                                 THE TRUST FUND


         Section 1 Trust Agreement

         The Company shall execute a Trust Agreement with a Trustee or Trustees
         to manage and operate the Trust Fund and to receive, hold, and disburse
         the corpus of the Trust fund as may be necessary to carry out the
         provisions of the Plan.

         The Trust Agreement shall provide for designation of the fiduciary or
         fiduciaries of the Plan that shall have discretion as to the securities
         in which the Trust Fund shall be invested or reinvested, provided that
         the investments shall be limited to those which are legal investments
         under ERISA, which investment fiduciaries may include one or more
         Investment Managers as defined in ERISA. The Trust Agreement shall
         include a provision for commingled investments of the trust Fund in a
         single joint trust fund with the assets of other qualified employee
         pension benefit plans maintained by the

                                                                               3
<PAGE>

         Company or by an Affiliated Company for the purpose of pooling
         investment experience.

         The Company may from time to time change the Trustee then serving under
         the Trust Agreement for another Trustee. If a bank or trust company is
         designated as Trustee, the bank or trust company shall be a bank or
         trust company incorporated under the laws of the United States or of
         any state and qualified to operate thereunder as trustee.

         The Company may modify any Trust Agreement to accomplish the purposes
         of the Plan and the Company may remove any Trustee and appoint any
         successor or successors with or without cause. The Company shall
         provide the Trustee appropriate notice as agreed to in the trust
         agreement before removing the Trustee.

         Section 2 Investment Funds

         (A) The Company at its discretion may instruct the Trustee to establish
         one or more Investment Funds or prospectively modify the permissible
         investments or investment objectives of existing Investment Funds. The
         Investment Funds may include investment funds maintained by the
         Trustee. The Company may direct the Trustee to discontinue an
         Investment Fund or to continue an Investment Fund but cease accepting
         any additional contributions to the fund.

         (B) The Investment Funds shall include an investment fund invested
         primarily in common stock issued by Belden Inc. A portion of this
         Investment Fund, called the Belden Stock Fund, may be invested in
         short-term fixed income investments and money market investments.
         Pursuant to the direction of the Company, the Trustee (or investment
         fund manager) is authorized to acquire, hold and dispose of Belden Inc.
         stock. As provided for in ERISA Section 404(a)(2), the fiduciary duty
         of diversifying plan investments is not violated by the establishment
         and maintenance of this Belden Stock Fund. The Company may decide that
         this fund not hold contributions other than Employer Matching
         Contributions.

         Contributions to the Belden Stock Fund may be paid in shares of Belden
         Inc. Common Stock. Contributions to other Investment Funds must be paid
         in cash.

         Participants who have shares of Belden Inc. stock in their Participant
         Accounts shall be named fiduciaries with respect to the voting of such
         shares and shall have the following rights and responsibilities.

                  (i)      Prior to each annual or special meeting of the
                           shareholders of Belden Inc., the Company shall direct
                           the Trustee to furnish each Participant to whose
                           Account shares of Belden Inc. stock are allocated a
                           copy of the proxy solicitation material together with
                           a form requesting confidential voting instructions
                           with respect to the voting of such shares. The
                           Company shall

                                                                               4
<PAGE>

                           also direct the Trustee as to how to handle the
                           voting of shares for which the Trustee does not
                           receive instructions. The Company shall instruct the
                           Trustee to vote shares on which instruction is
                           received as directed by the Participants and shall
                           vote shares on which no instruction is received in
                           the same proportion as the shares on which
                           instruction was received. Upon receipt of such
                           instructions, the Company hereby directs the Trustee
                           to then vote in person or by proxy such shares of
                           Belden Inc. stock as so instructed.

                  (ii)     The Company shall direct the Trustee to furnish each
                           Participant to whose Account shares of Belden Inc.
                           stock are allocated notice of any tender or exchange
                           offer for or a request or invitation for tenders or
                           exchanges of Belden Inc. stock made to the Trustee.
                           The Company also directs that the Trustee shall
                           request from each such Participant instructions as to
                           the tendering or exchanging of the shares of Belden
                           Inc. stock allocated to the Participant's Account as
                           well as to the tendering or exchanging of shares for
                           which the Trustee does not receive instructions. The
                           Company shall instruct the Trustee to vote shares on
                           which instruction is received as directed by the
                           Participants and shall vote shares on which no
                           instruction is received in the same proportion as the
                           shares on which instruction was received. The Company
                           directs that the Trustee shall provide Participants
                           with a reasonable period of time in which they may
                           consider any such tender or exchange offer for or
                           request or invitation for tenders or exchanges of
                           Belden Inc. stock made to the Trustee. Within the
                           time specified by the Trustee, as directed by the
                           Company, the Trustee shall tender or exchange such
                           shares as to which the Trustee has received
                           instructions to tender or exchange.

                  (iii)    Instructions received from Participants by the
                           Trustee regarding the voting, tendering, or
                           exchanging of Belden Inc. stock shall be held in
                           strictest confidence and shall not be divulged to any
                           other person, including officers or employees of the
                           Company, except as otherwise required by law,
                           regulation, or lawful process.

         (C) The Investment Fund that primarily invested in stock of Cooper
         Industries, Inc. (i) did not accept any additional contributions or
         reallocations of existing account balances invested in other Investment
         Funds and (ii) was discontinued effective March 31, 1997. Participants
         were permitted to transfer assets out of this Investment Fund using
         procedures similar to those specified in Section 3 of Article XI.

         Section 3 Investment of Funds

         The Investment Funds provided under Section 2 of this Article will be
         established by the Trustee based on instructions from the Company,
         subject to the provisions of the Trust Agreement.

                                                                               5
<PAGE>

         The Trustee may cause any part or all of the assets of the Trust Fund
         to be commingled with the funds of other qualified trusts, to the
         extent allowed by law, and invested in one or more collective
         investment funds. The Trust Fund assets so invested shall be subject to
         all of the terms of the declaration(s) of trust creating the collective
         investment fund(s), which shall constitute part of the Trust Agreement.

         Section 4 Expenses

         The Trust Fund shall pay all reasonable expenses of administering the
         Plan or the Trust Fund. However, the Employer may, at its own
         discretion, pay any of these expenses directly or reimburse the Trust
         Fund for the payment of any of these expenses. In addition, to the
         extent required by law for investments in common stock of Belden Inc.,
         the Employer must pay or reimburse the Trust for brokerage, commissions
         and transfer taxes on the purchase or sale of the Belden Inc. common
         stock. Any expense paid for from the Trust Fund (or an Investment Fund
         within the Trust Fund) shall reduce the net income for the Trust Fund
         (or the Investment Fund) as of the Valuation Date on or next following
         the date the expense was paid, unless the Company decides on a
         nondiscriminatory basis that a different mechanical procedure for
         allocating the expenses among Participants' Accounts is more
         appropriate.

         Except as provided in the following Section, at no time prior to the
         satisfaction of all liabilities with respect to Participants and their
         beneficiaries under the trust may any part of the Trust Fund be used
         for, or diverted to, purposes other than for the exclusive benefit of
         providing benefits to Participants and their beneficiaries and
         defraying reasonable expenses of administering the Plan.

         Section 5 Return of Contributions

         Contributions by the Employer are conditioned on deductibility under
         Code Section 404(a). The Employer will have no right, title or interest
         in the contributions made by it to the Trust Fund and no part of the
         Trust Fund will revert to the Employer.

         However, if a contribution made by the Employer is disallowed as a tax
         deduction, the contribution will be returned to the Employer within 1
         year of the date of disallowance and if a contribution by the Employer
         or the Participant in any calendar year is made by mistake of fact, the
         contribution will be returned to the Employer or the Participant within
         1 year of payment of the contribution."

                                                                               6
<PAGE>

8.       Article XVII, is deleted and replaced with the following:

                                  "ARTICLE XVII
                                 ADMINISTRATION


         Section 1 Plan Administrator

         The Company shall be the Plan Administrator for the purpose of
         complying with the reporting and disclosure requirements of ERISA, as
         well as other actions and duties specified by ERISA for the Plan
         Administrator. The Plan Administrator shall have all of the powers and
         authority as may be necessary to discharge its functions under the
         Plan, including, but not limited to the following:

         (A) To adopt and prescribe policies and procedures to be followed by
         Employees in filing applications for participation and benefits and for
         the furnishing and verification of evidence and proofs necessary to
         establish a Participant's benefit under the Plan.

         (B) To develop procedures for the establishment and maintenance of
         records and Participant's Accounts as may be necessary to determine a
         Participant's interest under the Plan and from time to time appoint a
         recordkeeper.

         (C) To make findings of facts and determinations as to the rights of
         any Participant applying for a retirement benefit and review claims in
         accordance with Section 4 of this Article and ERISA.

         (D) To obtain from the Company and its affiliates, from the Trustee and
         from the Participants the information as shall be necessary for the
         proper administration of the Plan.

         (E) To establish appropriate procedures for authorizing the Trustee to
         establish Investment Funds as set forth in Article XVI and to make
         benefit payments from the funds to persons entitled to benefits under
         the Plan.

         (F) To establish procedures in accordance with law for determining
         whether a court order is a Qualified Domestic Relations Order.

         (G) To interpret the Plan and to decide finally and conclusively in its
         sole discretion any questions that may arise in connection with the
         Plan.

         (H) To provide Participants, the Secretary of Labor and the Secretary
         of the Treasury with information as is required to be furnished by
         ERISA with the appropriate officer or designee authorized to sign any
         forms on behalf of the Plan Administrator.

                                                                               7
<PAGE>

         (I) To handle direct rollovers of distributions as specified in Section
         6 of Article XIV.

         (J) To decide whether a partial termination of the Plan has occurred,
         after considering the situation's facts and circumstances. Benefits
         under this Plan will be paid only if the Company decides in its
         discretion that the applicant is entitled to them.

         (K) To determine when Participants must be notified of any temporary
         suspension, limitation, or restriction of their ability to execute
         various transactions under this plan (including any notices required by
         ERISA Section 101(i)) and to determine the content and method of
         distribution of the notices.

         (L) Except as needed to comply with other laws, to designate a
         fiduciary responsible for ensuring that information related to
         ownership of employer securities and voting, tender and similar rights
         is maintained in accordance with procedures which are designed to
         safeguard the information's confidentiality.

         (M) If it is determined that there is a situation involving a potential
         for undue employer influence upon participants regarding their exercise
         of shareholder rights, to appoint an independent fiduciary (not
         affiliated with any plan sponsor) to carry out the duties in (L) above.

         The Company may employ such attorneys, agents, and accountants as it
         may deem necessary or advisable to assist it in carrying out its
         duties. The Company shall be a "named fiduciary" as that term is
         defined in Section 402(a)(2) of ERISA. The Company may:

         (1) Delegate and allocate any powers, authorities, or responsibilities
         for the operation and administration of the Plan, which are retained by
         it or granted to it by this Article, to the Corporate Compensation
         Committee or its designees, or the Trustee; and

         (2) designate a person or persons other than itself to carry out any of
         such powers, authorities, or responsibilities; and

         provided, however, that no powers, authorities, or responsibilities of
         the Trustee shall be subject to the provisions of paragraph (2) of this
         Section; and provided further, that an allocation or delegation
         affecting the Trustee first shall be accepted by the Trustee in
         writing, signed by it and delivered to the Company.

         Any act authorized, permitted, or required to be taken by the Company
         under the Plan, which has not been delegated may be taken by a majority
         of the members of the Board of Directors of the Company, either by vote
         at a meeting, or in writing without a meeting. All notices, advice,
         directions, certifications, approvals, and instructions

                                                                               8
<PAGE>

         required or authorized to be given by the Company under the Plan shall
         be in writing and signed by either:

         (1) a majority of the members of the Board of Directors of the Company;

         (2) such member or members of the Board of Directors as may be
         designated by an instrument in writing, signed by all members of the
         Board, as having authority to execute such documents on its behalf; or

         (3) a person who becomes authorized to act for the Company by the
         procedures previously described in this Section.

         Subject to the claims review procedure as described in the Plan, any
         action taken by the Company, the Corporate Compensation Committee or
         its designees, which is authorized, permitted, or required under the
         Plan shall be final and binding upon the Company, each Employer and the
         Trustees, all persons who have or who claim an interest under the Plan,
         and all third parties dealing with any Trustee or the Company.

         The Company, the Corporate Compensation Committee or its designees
         shall have the exclusive and discretionary authority to construe and to
         interpret the Plan, to decide all questions of eligibility for
         benefits, to determine the amount and manner of payment of such
         benefits and to make any determinations, whether legal or factual, that
         are contemplated by (or permissible under) the terms of this Plan, and
         its decisions on such matters will be final and conclusive on all
         parties. Any such decision or determination shall be made in the
         absolute and unrestricted discretion of the Company, the Corporate
         Compensation Committee or its designees, even if (1) such discretion is
         not expressly called for by the Plan provisions in question, or (2) a
         determination is not expressly called for by the Plan provisions in
         question, and even though other Plan provisions expressly grant
         discretion or call for a determination. In the event of a review by a
         court, arbitrator or any other tribunal of any such decision or
         determination, any exercise of discretionary authority by the Company,
         the Corporate Compensation Committee or it designees shall not be
         disturbed unless it is clearly shown to be arbitrary and capricious.

         Section 2 Submission of Requests

         Unless a provision expressly states otherwise, if an Employee,
         Participant, or Beneficiary makes a request, the request must be filed
         with the Company or the third party administrator retained by the
         Company for the purpose of administering this Plan. As used in this
         Section, a request includes any agreement, election, designation,
         notification, or any other similar act taken by an Employee,
         Participant, or Beneficiary under this Plan.

         The Company may require that the request be made (i) through a voice
         response touch-tone telephone system, or Internet website, or other
         interactive communication system, (ii) on a form prepared by the
         Company, or (iii) by either of the preceding methods.

                                                                               9
<PAGE>

         The Company may specify (and modify) the deadlines for submitting
         various types of requests, provided that the administrative deadlines
         are uniformly enforced. The Company may refuse to accept Participants'
         loan requests, withdrawal requests, elections to change the percentage
         of Elective Deferrals or Employee After-Tax Contributions, investment
         elections, or requests to reallocate existing Account balances during
         any period in which it is not administratively feasible to complete
         those transactions due to administrative changes in the plan's
         procedures provided that this refusal is uniformly enforced, provided
         that any required notices to Participants be distributed as required by
         law.

         Section 3 Limitation of Liability

         The Company, the Board of Directors of the Company, the Corporate
         Compensation Committee and its designees, and the Company's officers
         will be entitled to rely upon all tables, certificates, and reports
         furnished by any recordkeeper, actuary, accountant, servicing
         organization, or the Trustee and upon the opinions given by any legal
         counsel, in each case duly selected by the Company.

         Each fiduciary shall assume no obligation or responsibility with
         respect to any act or action required under the provisions of the Plan
         or Trust Agreement on the part of any other fiduciary unless the
         fiduciary knowingly participates in or undertakes to conceal a breach
         of duty committed by any other fiduciary. If any fiduciary has
         knowledge of any breach of duty by another fiduciary, the fiduciary
         must take reasonable steps under the circumstances then prevailing to
         remedy the breach.

         Section 4 Claims Procedure

         Any denial by the Company of any claim for benefits under the Plan
         shall be in writing and delivered or mailed to the Participant or
         Beneficiary. The notice to the Participant or Beneficiary shall set
         forth the specific reasons for the denial and shall be written in a
         manner calculated to be understood by a Participant or Beneficiary. The
         Company shall afford a reasonable opportunity to any Participant or
         Beneficiary whose claim for benefits has been denied for a full and
         fair review of the decision denying the claim including the
         opportunity, within 60 days after notice of the decision, to appeal in
         writing to the Company, appoint someone as representative in the review
         process, and to review pertinent documents relating to the denial.

         Section 5 QDRO Procedure

         As authorized by Section 2(F) of this Article, the following procedures
         apply unless modified by the Company.

                                                                              10
<PAGE>

         Within 90 days after receiving any domestic relations order purporting
         to affect a Participant's Accounts in this Plan, the Company or its
         designee) shall determine whether the order is a Qualified Domestic
         Relations Order and notify the Participant and each Alternate Payee. If
         the Company determines that the order does not constitute a Qualified
         Domestic Relations Order, then it shall explain why the order fails to
         be a Qualified Domestic Relations Order.

         If the above action is not accomplished within 30 days after receiving
         any domestic relations order, then the Company shall first notify the
         same individuals that it received the order and that it will determine
         whether the order is a Qualified Domestic Relations Order within 90
         days after the order was received.

         Each Alternate Payee may designate a representative for receipt of
         copies of notices sent pursuant to this Section.

         As soon as administratively feasible after receiving a domestic
         relations order, the Company may refuse to honor any loan, withdrawal,
         or distribution requests affecting the Participant's Accounts. This
         refusal shall last until the order is determined to be a Qualified
         Domestic Relations Order (in which case the Accounts will be subject to
         the terms of the order) or the Alternate Payee(s) notify the Company
         that the parties no longer intend to submit a Qualified Domestic
         Relations Order affecting the Participant's Accounts. This provision is
         intended solely to simplify the Plan's administration, and the Company
         does not hereby assume any duty toward the Alternate Payee prior to the
         date the order is determined to be a Qualified Domestic Relations
         Order."


9.       Article XVIII Section 1, is deleted and replaced with the following:

         "Section 1 Right to Amend

         The Company reserves the right to make any amendments to the Plan, with
         or without retroactive effect. Amendments shall be made by resolution
         of the Company's Board of Directors or by any persons authorized by
         resolution of the Directors to make amendments. The Company may make
         any amendment necessary to acquire and maintain a qualified status for
         the Plan under the Code and ERISA."

10. Article XX is amended Effective January 1, 2004 by adding the following
subsection (5) at the end of the Article:

         "Section 5 Plan Type

         This defined contribution plan is established by the Company for the
         exclusive benefit of eligible employees and their beneficiaries. The
         Plan is intended to qualify and satisfy

                                                                              11
<PAGE>

         the requirements of the Internal Revenue Code Sections 401(a) and
         501 and regulations promulgated under it.

         This plan is also intended to constitute a plan described in section
         404(c) of the Employee Retirement Income Security Act."

11. Effective January 1, 2003, Addendum of Listing of Covered Locations is
hereby deleted and replaced with the following:


                                   "ADDENDUM"

                   LISTING OF COVERED COMPANIES AND LOCATIONS

<TABLE>
<CAPTION>
   COVERED COMPANIES/LOCATIONS                               EFFECTIVE DATE
<S>                                               <C>
Richmond, Indiana                                 August 1, 1993

Carmel, Indiana                                   August 1, 1993 through May 15, 1999

Clinton, Arkansas                                 August 1, 1993 through May 15, 1999

Essex Junction, Vermont                           August 1, 1993

Franklin, North Carolina                          August 1, 1993 through August 31, 1999
                                                  (plant closing)

Monticello, Kentucky                              August 1, 1993

Tompkinsville, Kentucky                           August 1, 1993

All Domestic Sales Offices                        August 1, 1993

Apple Creek, Ohio                                 January 1, 1996 through December, 1996
                                                  (plant closing)

Fort Mill, South Carolina (Formerly               January 1, 1998
Charlotte, North Carolina)

Alpha Wire Company                                October 1, 1999

Belden Technologies, Inc.                         January 1, 2000

Belden Communications Company                     January 1, 2000

Independent Cable, Inc.                           December 31, 2001
Hudson, Massachusetts
</TABLE>
                                                                              12