<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
BELDEN INC. (the "Company"), does constitute and appoint C. BAKER CUNNINGHAM,
with full power and substitution, his true and lawful attorney and agent, to do
any and all acts and things and to execute any and all instruments which such
attorney and agent may deem necessary or advisable: (i) to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
Securities Act of Common Stock of the Company, par value $.01 per share (the
"Stock"), issued or to be issued by the Company under the Belden Inc. Long-Term
Incentive Plan; including specifically the power and authority to sign for and
on behalf of the undersigned in connection therewith the name of the undersigned
as director of the Company to one or more Registration Statements on Form S-8,
as the case may be, or to any amendments thereto (including any post-effective
amendments) filed with the Securities and Exchange Commission with respect to
the Stock, and to any instrument or document filed as part of, as an exhibit to,
or in connection with such Registration Statements or amendments; and (ii) to
register or qualify the Stock for sale and to register or license the Company as
a broker or dealer in the Stock under the securities or Blue Sky laws of all
such states as may be necessary or appropriate to permit the offering and sale
as contemplated by such Registration Statements, including specifically, but
without limiting the generality of the foregoing, the power and authority to
sign for and on behalf of the undersigned the name of the undersigned as
director of the Company to any application, statement, petition, prospectus,
notice or other instrument or document, or to any amendment thereto, or to any
exhibit filed as a part thereof or in connection therewith, which is required to
be signed by the undersigned and to be filed with the public authority or
authorities administering such securities or Blue Sky laws for the purpose of so
registering or qualifying the Stock or registering or licensing the Company; and
the undersigned does hereby ratify and confirm as his own act and deed all that
such attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, as
of the 22nd day of November, 2000.
/s/ Lorne D. Bain
---------------------------------------------------------
Lorne D. Bain
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
BELDEN INC. (the "Company"), does constitute and appoint C. BAKER CUNNINGHAM,
with full power and substitution, his true and lawful attorney and agent, to do
any and all acts and things and to execute any and all instruments which such
attorney and agent may deem necessary or advisable: (i) to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
Securities Act of Common Stock of the Company, par value $.01 per share (the
"Stock"), issued or to be issued by the Company under the Belden Inc. Long-Term
Incentive Plan; including specifically the power and authority to sign for and
on behalf of the undersigned in connection therewith the name of the undersigned
as director of the Company to one or more Registration Statements on Form S-8,
as the case may be, or to any amendments thereto (including any post-effective
amendments) filed with the Securities and Exchange Commission with respect to
the Stock, and to any instrument or document filed as part of, as an exhibit to,
or in connection with such Registration Statements or amendments; and (ii) to
register or qualify the Stock for sale and to register or license the Company as
a broker or dealer in the Stock under the securities or Blue Sky laws of all
such states as may be necessary or appropriate to permit the offering and sale
as contemplated by such Registration Statements, including specifically, but
without limiting the generality of the foregoing, the power and authority to
sign for and on behalf of the undersigned the name of the undersigned as
director of the Company to any application, statement, petition, prospectus,
notice or other instrument or document, or to any amendment thereto, or to any
exhibit filed as a part thereof or in connection therewith, which is required to
be signed by the undersigned and to be filed with the public authority or
authorities administering such securities or Blue Sky laws for the purpose of so
registering or qualifying the Stock or registering or licensing the Company; and
the undersigned does hereby ratify and confirm as his own act and deed all that
such attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, as
of the 22nd day of November, 2000.
/s/ John M. Monter
---------------------------------------------------------
John M. Monter
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
BELDEN INC. (the "Company"), does constitute and appoint C. BAKER CUNNINGHAM,
with full power and substitution, his true and lawful attorney and agent, to do
any and all acts and things and to execute any and all instruments which such
attorney and agent may deem necessary or advisable: (i) to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
Securities Act of Common Stock of the Company, par value $.01 per share (the
"Stock"), issued or to be issued by the Company under the Belden Inc. Long-Term
Incentive Plan; including specifically the power and authority to sign for and
on behalf of the undersigned in connection therewith the name of the undersigned
as director of the Company to one or more Registration Statements on Form S-8,
as the case may be, or to any amendments thereto (including any post-effective
amendments) filed with the Securities and Exchange Commission with respect to
the Stock, and to any instrument or document filed as part of, as an exhibit to,
or in connection with such Registration Statements or amendments; and (ii) to
register or qualify the Stock for sale and to register or license the Company as
a broker or dealer in the Stock under the securities or Blue Sky laws of all
such states as may be necessary or appropriate to permit the offering and sale
as contemplated by such Registration Statements, including specifically, but
without limiting the generality of the foregoing, the power and authority to
sign for and on behalf of the undersigned the name of the undersigned as
director of the Company to any application, statement, petition, prospectus,
notice or other instrument or document, or to any amendment thereto, or to any
exhibit filed as a part thereof or in connection therewith, which is required to
be signed by the undersigned and to be filed with the public authority or
authorities administering such securities or Blue Sky laws for the purpose of so
registering or qualifying the Stock or registering or licensing the Company; and
the undersigned does hereby ratify and confirm as his own act and deed all that
such attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, as
of the 24TH day of November, 2000.
/s/ Whitson Sadler
--------------------------------------------------------
Whitson Sadler
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
BELDEN INC. (the "Company"), does constitute and appoint C. BAKER CUNNINGHAM,
with full power and substitution, his true and lawful attorney and agent, to do
any and all acts and things and to execute any and all instruments which such
attorney and agent may deem necessary or advisable: (i) to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
Securities Act of Common Stock of the Company, par value $.01 per share (the
"Stock"), issued or to be issued by the Company under the Belden Inc. Long-Term
Incentive Plan; including specifically the power and authority to sign for and
on behalf of the undersigned in connection therewith the name of the undersigned
as director of the Company to one or more Registration Statements on Form S-8,
as the case may be, or to any amendments thereto (including any post-effective
amendments) filed with the Securities and Exchange Commission with respect to
the Stock, and to any instrument or document filed as part of, as an exhibit to,
or in connection with such Registration Statements or amendments; and (ii) to
register or qualify the Stock for sale and to register or license the Company as
a broker or dealer in the Stock under the securities or Blue Sky laws of all
such states as may be necessary or appropriate to permit the offering and sale
as contemplated by such Registration Statements, including specifically, but
without limiting the generality of the foregoing, the power and authority to
sign for and on behalf of the undersigned the name of the undersigned as
director of the Company to any application, statement, petition, prospectus,
notice or other instrument or document, or to any amendment thereto, or to any
exhibit filed as a part thereof or in connection therewith, which is required to
be signed by the undersigned and to be filed with the public authority or
authorities administering such securities or Blue Sky laws for the purpose of so
registering or qualifying the Stock or registering or licensing the Company; and
the undersigned does hereby ratify and confirm as his own act and deed all that
such attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, as
of the 24TH day of November, 2000.
/s/ Christopher I. Byrnes
---------------------------------------------------------
Christopher I. Byrnes
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
BELDEN INC. (the "Company"), does constitute and appoint C. BAKER CUNNINGHAM,
with full power and substitution, his true and lawful attorney and agent, to do
any and all acts and things and to execute any and all instruments which such
attorney and agent may deem necessary or advisable: (i) to enable the Company to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the registration under the
Securities Act of Common Stock of the Company, par value $.01 per share (the
"Stock"), issued or to be issued by the Company under the Belden Inc. Long-Term
Incentive Plan; including specifically the power and authority to sign for and
on behalf of the undersigned in connection therewith the name of the undersigned
as director of the Company to one or more Registration Statements on Form S-8,
as the case may be, or to any amendments thereto (including any post-effective
amendments) filed with the Securities and Exchange Commission with respect to
the Stock, and to any instrument or document filed as part of, as an exhibit to,
or in connection with such Registration Statements or amendments; and (ii) to
register or qualify the Stock for sale and to register or license the Company as
a broker or dealer in the Stock under the securities or Blue Sky laws of all
such states as may be necessary or appropriate to permit the offering and sale
as contemplated by such Registration Statements, including specifically, but
without limiting the generality of the foregoing, the power and authority to
sign for and on behalf of the undersigned the name of the undersigned as
director of the Company to any application, statement, petition, prospectus,
notice or other instrument or document, or to any amendment thereto, or to any
exhibit filed as a part thereof or in connection therewith, which is required to
be signed by the undersigned and to be filed with the public authority or
authorities administering such securities or Blue Sky laws for the purpose of so
registering or qualifying the Stock or registering or licensing the Company; and
the undersigned does hereby ratify and confirm as his own act and deed all that
such attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents, as
of the 22nd day of November, 2000.
/s/ Bernard G. Rethore
---------------------------------------------------------
Bernard G. Rethore
