Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On May 19, 2009, the Board of Directors of Belden Inc. (the "Company") amended its bylaws as set forth in Exhibit 3.1.
Item 8.01. Other Events.
On May 19, 2009, the Board of Directors of the Company unanimously approved a reduction in compensation for each independent director (9 of 10 directors) for the remainder of 2009 by $20,000. Each director's second-half 2009 cash retainer will be reduced by $10,000 to $20,000 and the value of each of their 2009 restricted stock award will be reduced by $10,000 to $105,000. This reduction follows the Board's earlier decision, in February 2009, to defer an increase in director compensation that the Compensation Committee's independent compensation consultant had recommended, which would have made their compensation fully competitive. In each case, the Board wanted to demonstrate, in response to the unprecedented global economic conditions, their solidarity with management, Company associates and shareholders who have experienced officer salary freezes, staff reductions and a lower stock price. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
3.1 Amendment to Amended and Restated Bylaws of Belden Inc.

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