TERMINATION AGREEMENT

This Agreement is made and entered into this 19 ^th day of December, 2007 (the “Effective Date”), by and between General Cable Corporation, a Delaware corporation (the “Company”) and Gregory B. Kenny (the “Executive”), and will be effective as of December 31, 2007 (“Effective Date”).

Background

The Executive has served the Company in various senior management capacities for a number of years.  The Executive and the Company are parties to an Employment Agreement (the “Employment Agreement”), effective as of October 18, 1999 and amended and restated as of April 28, 2000; and the Executive and the Company are also parties to a Change-in-Control Agreement, also amended and restated as of April 28, 2000 (“Change-in-Control Agreement”); and

The Executive recommends that the Employment Agreement and the Change-in-Control Agreement be terminated so that the Executive’s employment with the Company is no longer governed by the terms of either agreement; and

The Company and the Executive desire to set out relevant provisions relating to the Executive’s employment.

Terms of Agreement

1.

As of the Effective Date, the Executive and the Company agree that the Employment Agreement and the Change-in-Control Agreement will terminate and cease to have any binding obligation on either the Executive or the Company.  This means that neither the Company nor the Executive will have any further obligations to the other under either the Employment Agreement or the Change-in-Control Agreement and the relationship between the Executive and the Company will be governed by the general laws of the Commonwealth of Kentucky.

2.

In consideration to Executive for his entering into this Agreement, the Company will grant him benefits under its new Executive Officer Severance Pay Plan.

3.

The Executive will continue in his present position and will continue to be entitled to full participation in all of the Company’s employee retirement and benefit plans and programs, including incentive bonus programs and stock programs, and none of his vested rights to any shares of stock in the Company will in any way be affected by this Agreement.  The Executive’s participation in any such benefit, incentive bonus or stock programs will be pursuant to the terms of the particular plans and programs.

4.

(a)

During his employment with the Company and for a period of two (2) years thereafter, the Executive will not, directly or indirectly:

(i)

solicit, entice, persuade or induce any employee, director, officer, associate, consultant, agent or independent contractor of the Company, or any of its affiliates (the “Group”) to terminate his or her employment or engagement by the Group to become employed or engaged by any person, firm, corporation or other business enterprise other than a member of the Group, except in furtherance of his responsibilities to the Company; or

(ii)

authorize or assist in the taking of such action by any third party.

For purposes of this paragraph, the terms “employee,” “director,” “officer,” “associate,” “consultant,” “agent,” and “independent contractor” will include any person with such status at any time during the twelve (12) months prior to the termination of the Executive's employment and for two (2) years following the Executive's termination of employment.

(b)

During the Employment Period and for a period of two (2) years thereafter, the Executive will not, directly or indirectly, engage, participate, make any financial investment in, or become employed by or render advisory or other services to or for any person, firm, corporation or other business enterprise (the “Competing Enterprise”) which is engaged, directly or indirectly, at the time of Executive's termination of employment, in competition with the Group in (i) the development, design, manufacture, marketing, distribution or sale of wire and cable or (ii) any other business activities of the Group accounting for more than 10% of its net sales in the most recently completed fiscal year or reasonably expected to do so in the current fiscal year, in the United States and in any foreign jurisdiction in which the Group operates or, at the time of Executive’s termination, proposes to operate; provided that , in either case, that the competitive businesses of the Competing Enterprise account for more than 10% of the net sales of the Competing Enterprise for its most recently completed fiscal year and the Executive does not work or consult in such competitive business.  The foregoing covenant will not be construed to preclude the Executive from making any investments in the securities of any company, whether or not engaged in competition with the Group, to the extent that such securities are actively traded on a national securities exchange or in the over-the-counter market in the United States or any foreign securities exchange and, after giving effect to such investment, the Executive does not beneficially own securities representing more than 2% of the combined voting power of the voting securities of such company.

5.

This Agreement will be the complete understanding between the parties with respect to the subject matter of Executive’s employment with the Company and supersedes any and all prior or contemporaneous agreements, written or oral, between the Executive and any member of the Group.  No provision of this Agreement may be modified or waived except in writing by a duly authorized representative of the Company with the express approval of the Company’s Board of Directors.

6.

The Executive acknowledges that before entering into this Agreement, he has had a reasonable period of time to consider its terms and has had sufficient time and opportunity to consult with an attorney or other advisor of his choice in connection with his entering into and agreeing to abide by the terms of this Agreement.  The Executive further acknowledges that this

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Agreement and its terms are fair, reasonable and are not being agreed to as a result of any fraud, duress, coercion, pressure or undue influence exercised by the Company over him.

7.

This Agreement may be assigned by the Company and will inure to the benefit of any successor to substantially all of the assets and business of the Company as a going concern, whether by merger, consolidation or purchase of substantially all of the assets of the Company or otherwise, provided that such successor will assume all of the Company’s obligations under this Agreement.  This Agreement will also inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators and heirs.

IN WITNESS WHEREOF, the Executive and the Company have executed this Agreement as of this 19 ^th day of December, 2007.

GENERAL CABLE CORPORATION

By:   /s/ Robert J. Siverd

Robert J. Siverd

Executive Vice President

ACCEPTED AND AGREED TO

as of the date first written above

By: /s/ Gregory B. Kenny

Gregory B. Kenny

  

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TERMINATION AGREEMENT

This Agreement is made and entered into this 19 ^th day of December, 2007 (the “Effective Date”), by and between General Cable Corporation, a Delaware corporation (the “Company”) and Robert J. Siverd (the “Executive”), and will be effective as of December 31, 2007 (“Effective Date”).

Background

The Executive has served the Company in various senior management capacities for a number of years.  The Executive and the Company are parties to an Employment Agreement (the “Employment Agreement”), effective as of October 18, 1999 and amended and restated as of April 28, 2000; and the Executive and the Company are also parties to a Change-in-Control Agreement, also amended and restated as of April 28, 2000 (“Change-in-Control Agreement”); and

The Executive recommends that the Employment Agreement and the Change-in-Control Agreement be terminated so that the Executive’s employment with the Company is no longer governed by the terms of either agreement; and

The Company and the Executive desire to set out relevant provisions relating to the Executive’s employment.

Terms of Agreement

1.

As of the Effective Date, the Executive and the Company agree that the Employment Agreement and the Change-in-Control Agreement will terminate and cease to have any binding obligation on either the Executive or the Company.  This means that neither the Company nor the Executive will have any further obligations to the other under either the Employment Agreement or the Change-in-Control Agreement and the relationship between the Executive and the Company will be governed by the general laws of the Commonwealth of Kentucky.

2.

In consideration to Executive for his entering into this Agreement, the Company will grant him benefits under its new Executive Officer Severance Pay Plan.

3.

The Executive will continue in his present position and will continue to be entitled to full participation in all of the Company’s employee retirement and benefit plans and programs, including incentive bonus programs and stock programs, and none of his vested rights to any shares of stock in the Company will in any way be affected by this Agreement.  The Executive’s participation in any such benefit, incentive bonus or stock programs will be pursuant to the terms of the particular plans and programs.

4.

(a)

During his employment with the Company and for a period of one and on-half (1.5) years thereafter, the Executive will not, directly or indirectly:

(i)

solicit, entice, persuade or induce any employee, director, officer, associate, consultant, agent or independent contractor of the Company, or any of its affiliates (the “Group”) to terminate his or her employment or engagement by the Group to become employed or engaged by any person, firm, corporation or other business enterprise other than a member of the Group, except in furtherance of his responsibilities to the Company; or

(ii)

authorize or assist in the taking of such action by any third party.

For purposes of this paragraph, the terms “employee,” “director,” “officer,” “associate,” “consultant,” “agent,” and “independent contractor” will include any person with such status at any time during the twelve (12) months prior to the termination of the Executive's employment and for one and one-half (1.5) years following the Executive's termination of employment.

(b)

During the Employment Period and for a period of one and one-half (1.5) years thereafter, the Executive will not, directly or indirectly, engage, participate, make any financial investment in, or become employed by or render advisory or other services to or for any person, firm, corporation or other business enterprise (the “Competing Enterprise”) which is engaged, directly or indirectly, at the time of Executive's termination of employment, in competition with the Group in (i) the development, design, manufacture, marketing, distribution or sale of wire and cable or (ii) any other business activities of the Group accounting for more than 10% of its net sales in the most recently completed fiscal year or reasonably expected to do so in the current fiscal year, in the United States and in any foreign jurisdiction in which the Group operates or, at the time of Executive’s termination, proposes to operate; provided that , in either case, that the competitive businesses of the Competing Enterprise account for more than 10% of the net sales of the Competing Enterprise for its most recently completed fiscal year and the Executive does not work or consult in such competitive business.  The foregoing covenant will not be construed to preclude the Executive from making any investments in the securities of any company, whether or not engaged in competition with the Group, to the extent that such securities are actively traded on a national securities exchange or in the over-the-counter market in the United States or any foreign securities exchange and, after giving effect to such investment, the Executive does not beneficially own securities representing more than 2% of the combined voting power of the voting securities of such company.

5.

This Agreement will be the complete understanding between the parties with respect to the subject matter of Executive’s employment with the Company and supersedes any and all prior or contemporaneous agreements, written or oral, between the Executive and any member of the Group.  No provision of this Agreement may be modified or waived except in writing by a duly authorized representative of the Company with the express approval of the Company’s Board of Directors.

6.

The Executive acknowledges that before entering into this Agreement, he has had a reasonable period of time to consider its terms and has had sufficient time and opportunity to consult with an attorney or other advisor of his choice in connection with his entering into and agreeing to abide by the terms of this Agreement.  The Executive further acknowledges that this

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Agreement and its terms are fair, reasonable and are not being agreed to as a result of any fraud, duress, coercion, pressure or undue influence exercised by the Company over him.

7.

This Agreement may be assigned by the Company and will inure to the benefit of any successor to substantially all of the assets and business of the Company as a going concern, whether by merger, consolidation or purchase of substantially all of the assets of the Company or otherwise, provided that such successor will assume all of the Company’s obligations under this Agreement.  This Agreement will also inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators and heirs.

IN WITNESS WHEREOF, the Executive and the Company have executed this Agreement as of this 19 ^th day of December, 2007.

GENERAL CABLE CORPORATION

By: /s/ Gregory B. Kenny

Gregory B. Kenny

President and Chief Executive Officer

ACCEPTED AND AGREED TO

as of the date first written above

By: /s/ Robert J. Siverd

Robert J. Siverd

  

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NOVATION AGREEMENT

Agreement made this 19 ^th day of December, 2007 by and between General Cable Corporation, a Delaware corporation with principal offices at 4 Tesseneer Drive, Highland Heights, Kentucky, 41076 (“the Company”), and Brian J. Robinson (“the Executive”).

WHEREAS, Executive has served the Company in various capacities for a number of years;

WHEREAS, Executive currently holds the position of Chief Financial Officer (“CFO”) of the Company;

WHEREAS, on or around September 14, 2003, the Company presented Executive a letter by which certain severance payments were extended to him;

WHEREAS, the Company wishes to extinguish Executive’s current severance benefits effective December 31, 2007 and grant to him severance benefits under the Company’s new Executive Officer Severance Pay Plan (the “Plan”) .

NOW, THEREFORE, in consideration of the mutual terms contained herein, the parties  agree as follows:

1.

Executive shall be entitled to severance benefits under the Plan from its effective date.  Executive acknowledges that benefits under the Plan constitute fair and adequate consideration for the novation of any prior severance entitlements that Executive had with the Company.

2.

This Agreement does not in any way constitute a contract of employment for any specific term.  Executive acknowledges that at all times he is and will be employed at will by the Company.  This means that either he or the Company can terminate his employment at any time, for any lawful reason.

3.

In consideration of Executive’s receipt of severance pay Executive also hereby agrees to the following negative covenants:

a.

During his employment with the Company (“the Employment Period”) and for a period of one and one-half (1.5) years thereafter, the Executive will not, directly or indirectly, solicit, entice, persuade or induce any employee, director, officer, associate, consultant, agent or independent contractor of the Company or its affiliates (“the Group”) to terminate his or her employment or engagement by the Group to become employed or engaged by any person, firm, corporation or other business enterprise other than a member of the Group, except in furtherance of his responsibility during the Employment Period; or authorize or assist in the taking of such action by any third party.

For purposes of this Paragraph 3(a), the terms “employee,” “director,” “officer,” “associate,” “consultant,” “agent,” and “independent contractor” shall include any person with such status at any time during the one and one-half (1.5) years prior to the termination of the Executive's employment and for one and one-half (1.5) years following the Executive's termination of employment.

b.

During the Employment Period and for a period of one and one-half (1.5) years thereafter, the Executive will not, directly or indirectly, engage, participate, make any financial investment in, or become employed by or render advisory or other services to or for any person, firm, corporation or other business enterprise (the “Competing Enterprise”) which is engaged, directly or indirectly, during the Employment Period or at the time of Executive's termination of employment, as the case may be, in competition with the Group in (i) the development, design, manufacture, marketing, distribution or sale of wire and cable or (ii) any other business activities of the Group accounting for more than 10% of its net sales in the most recently completed fiscal year or reasonably expected to do so in the current fiscal year, in the United States and in any foreign jurisdiction in which the Group operates or, at the end of Employment Period, proposes to operate; provided , in either case, that the competitive businesses of the Competing Enterprise account for more than 10% of the net sales of the Competing Enterprise for its most recently completed fiscal year and the Executive does not work or consult in such competitive business.  The foregoing covenant shall not be construed to preclude the Executive from making any investments in the securities of any company, whether or not engaged in competition with the Group, to the extent that such securities are actively traded on a national securities exchange or in the over-the-counter market in the United States or any foreign securities exchange and, after giving effect to such investment, the Executive does not beneficially own securities representing more than 2% of the combined voting power of the voting securities of such company.

4.

Nothing herein shall in any way restricts Executive’s right to receive benefits under other retirement, welfare or benefit plans of the Company.

5.

This Agreement shall be governed by the laws of the Commonwealth of Kentucky, excluding principles of conflicts of laws.  

6.

If any provision of this Agreement as applied to either party is judged by a court of competent jurisdiction to be unenforceable, this shall in no way affect any other provision of this Agreement and all other such provisions shall continue to be valid and enforceable.

7.

This Agreement may not be modified, waived or amended except as agreed to in writing signed both by Executive and a duly authorized representative of the

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Company.  No waiver by either party to any breach by the other party hereto shall be deemed a waiver of a party’s rights to enforce any provision at any other time.

Any and all notices or communications to be given or made under this Agreement shall be deemed to have been fully given or made when personally delivered or on the third business day after mailing within the Continental United States by prepaid U.S. mail or prepaid overnight carrier addressed as follows:

If to the Company:

General Cable Corporation
4 Tesseneer Drive
Highland Heights, KY 41076
Attention:  General Counsel

If to the Executive:

Brian J. Robinson

6307 Trail Ridge Court

Loveland, Ohio 45140

8.

This Agreement may be assigned by the Company to, and shall inure to the benefit of, any successor to substantially all the assets and business of the Company as a going concern, whether by merger, consolidation or purchase of substantially all of the assets of the Company or otherwise; provided , that such successor shall assume the Company's obligations under this Agreement.  This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

 

IN WITNESS WHEREOF, each of the Company and the Executive has executed this Agreement as of the 19 ^th day of December, 2007.

GENERAL CABLE CORPORATION

By: /s/ Gregory B. Kenny

Gregory B. Kenny

President and Chief Executive Officer

 

ACCEPTED AND AGREED TO

As of the date first written above

By: /s/ Brian J. Robinson

       Brian J. Robinson

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GENERAL CABLE CORPORATION

EXECUTIVE OFFICER

SEVERANCE BENEFIT PLAN

effective January 1, 2008

1.

PURPOSE AND TERM .  

1.01

Purpose of the Plan .

The purpose of this plan is to set forth the terms and provisions of the General Cable Executive Officer Severance Benefit Plan (“Plan”), which is being adopted by GK Technologies, Incorporated (“Company”) for the benefit of a select group of senior executives of General Cable Corporation (“GCC”) and its adopting Affiliates (as defined below) in the event that such employees are subject to certain employment terminations, and additional benefits if such terminations occur within 24 months following a Change in Control (as defined below).  It is intended that this Plan shall at all times be maintained on an unfunded basis for federal income tax purposes under the Code, be administered as a “top-hat” plan for a select group of management or highly compensated employees, and be exempt from the substantive requirements of the Employee Retirement Income Security Act of 1974, as amended.

1.02

Term of the Plan .   The effective date of this Plan is January 1, 2008.  The Plan shall continue until terminated pursuant to Section 11 of the Plan.

2.

COVERED EMPLOYEES .  

2.01

Definition of an Eligible Employee .   An employee whose employment is covered by the laws of the United States and is employed by GCC or any Affiliate which has adopted this Plan pursuant to Section 12 hereof (an “Employer”) shall be eligible for coverage under this Plan if:

(a)

he is a full-time salaried employee holding a position of Executive Vice President or above or is a Named Executive Officer as defined in U.S. SEC proxy regulations as of the end of the year immediately prior to his termination date; and

(b)

he is not ineligible under Section 2.02 of this Plan.  

An employee who meets these requirements is as an “Eligible Employee.”

2.02

Disqualifications to Eligibility .   An employee of an Employer is not an Eligible Employee if:  

(a)

he has waived coverage under this Plan;

(b)

he is covered by an employment, severance or separation agreement or other arrangement with an Employer under which he is entitled to severance pay or salary continuation upon or after termination of employment; or

(c)

he is covered by an employment, severance or separation agreement or other arrangement with an Employer which states that he is not to receive benefits under this Plan.

3.

QUALIFICATION FOR SEVERANCE BENEFITS .  

3.01

Involuntary Termination without Change in Control .   In the event that the employment of an Eligible Employee is involuntarily terminated by an Employer for any reason other than death, Disability, Cause, or on the date of, or within 24 months after a Change in Control, for a person holding the title of President or within 18 months after a Change in Control for all other Eligible Employees, subject to the requirements of Section 3.03, his Employer shall be obligated to provide the severance benefits set forth in Section 5.01 of this Plan.

3.02

Termination in Connection with a Change in Control .  

(a)

In the event that the employment of an Eligible Employee is involuntarily terminated by an Employer on the date of, or within 24 months after a Change in Control, for a person holding the title of President or within 18 months for all other Eligible Employees, for any reason other than death, Disability or Cause, subject to the requirements of Section 3.03, the Employer shall be obligated to provide the severance benefits set forth in Section 5.02 of this Plan.

(b)

In the event that an Eligible Employee gives notice to his Employer of the existence of a condition that constitutes Good Reason (as defined below) (i) during the applicable (24 months for President, 18 months for all others) period following the occurrence of a Change in Control and (ii) within a period not to exceed 90 days of the initial existence of the condition and the Employer does not remedy the condition within 45 days of the receipt of that notice, the Eligible Employee may voluntarily terminate his employment with the Employer for Good Reason and, subject to the requirements of Section 3.03,  the Employer shall be obligated to provide the severance benefits set forth in Section 5.02 of this Plan.

3.03

Severance Benefits’ Conditions .

(a)

As a condition of receiving benefits under this Plan, an Eligible Employee may be required to execute a separation and release agreement (in such form as the Company shall require) in which, among other things, he will (i) acknowledge that the severance benefit he is receiving hereunder represents the full amount payable to him under this Plan, (ii) agree that he has no claim for any other amounts on account of his employment or his termination of employment (other than benefits payable under the terms of any other benefit plans of an Employer) or waive his rights to such other amounts, (iii) give a complete release to the Company and all of its Affiliates, and (iv) in any appropriate case, agree that he will not provide services to or be associated with a competitor of an Employer, solicit customers, employees or consultants of an Employer, disparage the Company or an Employer or disclose confidential or proprietary information. Any request for a waiver of or modification to any of the covenants of subparagraph (iv) by an Eligible Employee must be presented to and may only be granted by GCC’s Board of Directors.  Notwithstanding any provision in this Plan to the contrary, if any such required separation and release agreement is not signed by the terminated employee within such time as required by the Employer, severance benefits under this

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Plan will be limited to two weeks of base pay which shall be paid on the Eligible Employee’s next scheduled payday following the expiration of such time period.

(b)

An Eligible Employee will not be considered to be involuntarily terminated so as to be entitled to any severance benefits under this Plan, if as a result of or in connection with his termination:  

(i)

he is either transferred to, assumes or is offered a job or position with an Employer or with an Affiliate of an Employer;

(ii)

he is either transferred to, assumes or is offered a job or position with (A) any successor or assign of an Employer, including but not limited to a purchaser or transferee of the stock or substantially all the assets of an Employer or a business unit of an Employer, or (B) with an Affiliate of any such entity described in A;

(iii)

his employment is terminated, but thereafter (and prior to the full payment of severance benefits hereunder), he receives an offer of reemployment or other position with either an Employer, any such successor or assign or any Affiliate of an Employer or any  successor or assign of such an Affiliate (whether or not he accepts such offer); or

(iv)

his termination is due to his voluntary termination or resignation, including retirement, failure to return from leave of absence, Disability, or death.

(c)

In no event shall a termination of employment with regard to an Eligible Employee occur unless the facts and circumstances indicate that no further services will be performed by the Eligible Employee for an Employer or any Affiliate after the date that is intended to constitute his last day of employment.

(d)

An Eligible Employee who does not remain in his position with the Employer until its termination date (if any) as set by the Employer and who is not otherwise legally absent from that position will not be eligible for severance benefits under this Plan.

(e)

The plan administrator shall determine in all cases whether a termination of employment has occurred and whether an Eligible Employee is entitled to benefits under this Plan. Subject to applicable law, the decisions of the plan administrator shall be binding on all Eligible Employees and other interested parties.

(f)

Notwithstanding anything herein to the contrary, an Eligible Employee will not be entitled to severance benefits if his employment is terminated for Cause, as determined by the plan administrator.

(g)

The Company also retains the right to condition payment of severance benefits upon the faithful performance by the Eligible Employee of any remaining obligations that he may owe to the Company or an Employer including, but not limited to, reimbursement to an Employer for cash advances and debit balances, the completion

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and return to the Employer of forms or agreements routinely used by the Employer in connection with the hiring and/or the employment of employees, and the return of all Employer property, such as vehicles, identification cards, credit cards, computers or other electronic equipment or items on which recorded data are stored and keys. Principal and interest charges on any unpaid debt to an Employer may be deducted from any severance pay allowances.

4.

CALCULATION OF SEVERANCE PAY .  

4.01

Calculation Rules .  The amount of severance pay payable to an Eligible Employee shall be subject to the following rules:  

(a)

Any severance pay to which an Eligible Employee may be entitled shall be reduced by any amounts to which he may be entitled under the Worker Adjustment and Retraining Notification Act or any other similar federal or state laws.

(b)

Notwithstanding anything herein to the contrary, the Company retains the right to deviate in any reasonable manner from the formula set forth in Section 5 of this Plan, including the right to determine that there shall be no severance pay, either in an individual case or for a group, for good cause; provided , however , that there shall be no such deviation for any individual or group if such deviation would constitute a violation of the Age Discrimination in Employment Act of 1967, as amended, or other applicable law.

5.

SEVERANCE BENEFITS AVAILABLE .  

5.01

Involuntary Termination without Change in Control Severance Benefits .

(a)

Severance Pay .  If an Eligible Employee is involuntarily terminated and satisfies the conditions to receive severance benefits under Section 3.01 of this Plan,  the amount of his severance pay shall be as follows:

President

2 Years of Base Pay

Executive Vice President

1.5 Years of Base Pay

CFO

1.5 Years of Base Pay

Named Executive Officer

1.5 Years of Base Pay

(b)

Bonus .  An Eligible Employee shall be entitled to receive 24 months if President, otherwise 18 months, of his Target Bonus in the form of a single lump sum payment.  The Employer shall pay such amount no later than March 15 following the end of the calendar year in which the termination date occurred.  All Eligible Employees shall also receive their bonus for the year of termination prorated based on relevant company performance through the termination date.

(c)

Welfare Plan Participation .  Subject to the requirements of this paragraph, an Eligible Employee shall be entitled to remain a participant in or, if not eligible to remain a participant, to receive the premium or premium equivalent costs for an Employer’s health plans and life insurance plans in which he was a participant on the

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date of his termination of employment (or subsequent similar plans) on the same terms and conditions applicable to similarly situated active employees until with regard to any such plan the occurrence of the earlier of (1) the expiration of 24 months if President, otherwise 18 months, following such termination of employment or (2) the date that he becomes covered by a comparable benefit plan.  An Eligible Employee shall comply with any and all requests for information, including with regard to his status of coverage under any plan, that the plan administrator may make in order to determine the Eligible Employee’s eligibility for the benefits under this Plan.

(d)

Outplacement . The Eligible Employee shall be entitled to receive outplacement assistance in an amount not to exceed ($50,000 in the case of a President and $25,000 for all others) provided that no expenses incurred after the last day of the second taxable year of the Eligible Employee, following the taxable year in which the termination of employment occurred, will be covered and the assistance must be paid no later than the end of the third taxable year of the Eligible Employee following the taxable year in which the termination of employment occurred.

5.02

Involuntary Termination (including Good Reason) Change in Control Severance Benefits .

(a)

Change in Control Severance Pay . If an Eligible Employee is involuntarily terminated and satisfies the conditions to receive severance benefits under Section 3.02 of this Plan,  the amount of his severance pay shall be as follows:

President

3 Years of Base Pay

Executive Vice President

2 Years of Base Pay

CFO

2 Years of Base Pay

Named Executive Officer

2 Years of Base Pay

(b)

Bonus .  An Eligible Employee shall be entitled to receive 3 years if President, otherwise 2 years, of his Target Bonus in the form of a single lump sum payment.  Such amount shall be paid no later than March 15 following the end of the calendar year in which the termination date occurred.  All Eligible Employees shall also receive their bonus for the year of termination prorated based on relevant company performance through the termination date.

(c)

Welfare Plan Participation .  Subject to the requirements of this paragraph, an Eligible Employee shall be entitled to remain a participant in or, if not eligible to remain a participant, to receive the premium or premium equivalent costs for an Employer’s health plans and life insurance plans in which he was a participant on the date of his termination of employment (or subsequent similar plans) on the same terms and conditions applicable to similarly situated active employees until with regard to any such plan the occurrence of the earlier of (1) the expiration of 3 years if President, otherwise 2 years, following such termination of employment or (2) the date that he becomes covered by a comparable benefit plan.  An Eligible Employee shall comply with any and all requests for information, including with regard to his status of coverage under

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any plan, that the plan administrator may make in order to determine the Eligible Employee’s eligibility for the benefits under this Plan.

(d)

Outplacement . The Eligible Employee shall be entitled to receive outplacement assistance in an amount not to exceed ($50,000 in the case of a President and $25,000 for all others) provided that no expenses incurred after the last day of the second taxable year of the Eligible Employee, following the taxable year in which the termination of employment occurred, will be covered and the assistance must be paid no later than the end of the third taxable year of the Eligible Employee following the taxable year in which the termination of employment occurred.

(e)

Eligible Employees upon termination shall immediately vest in all unvested options and stock awards received pursuant to the GCC 1997 and 2000 Stock Incentive Plans, with all options exercisable until the expiration stated in the applicable Plan.

(f)

Excise Taxes .

(i)

In the event that Executive becomes entitled to payments under Sections 5.02(a)-(e) above,  except as otherwise provided below, if any portion of such severance payments, either alone or together with other payments or benefits, either cash or non-cash, that the Executive has the right to receive from an Employer, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to the Executive under any plan for the benefit of employees, would constitute an “excess parachute payment” (as defined in Section 280G of the Code), then such severance payment or other benefit shall be reduced to the largest amount (the “Target Amount”) that will not result in receipt by the Executive of a parachute payment (the “Section 280G Limitation”).  Notwithstanding the foregoing, if: (a) the total amounts payable to Executive upon a Change of Control without regard to any Section 280G Limitation, as reduced by the Target Amount, would exceed (b) the lesser of: (X) 10% of the sum of Executive’s (i) Base Salary plus (ii) Target Bonus for the fiscal year of the Company in which the Change in Control occurs, or (Y) $50,000, then Executive shall be entitled to receive the amount otherwise payable to the Executive (without regard to the Section 280G Limitation) in connection with a Change in Control under this Agreement (the “Total Payments”), plus an additional amount (the “Gross-Up Payment”) equal to the amount of any excise taxes payable under Code Section 4999 (the “Excise Tax”) with respect to the Total Payments plus any related federal, state and local income, excise, and employment taxes imposed in connection with such payments.  The intent of the Gross-Up Payment is to ensure that the Executive does not bear the cost of the Excise Tax or tax associated with the Company’s reimbursement of the Excise Tax.  Subject to Section 7 hereof, any Gross-Up Payments shall be made no later than the 45 ^th day following the date of the Executive’s termination of employment.  The determination of the amount of the payment described in this subsection shall be made by the Company’s independent auditors at the sole expense of the Company. 

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(ii)

For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income tax 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 rate of taxation in the state and locality of the Executive’s residence on the date of termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

(iii)

In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, the Executive shall repay the Company, within ten (10) days following the time that the amount of such reduction in the Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by the Executive, to the extent that such repayment results in a reduction in the Excise Tax and a dollar-for-dollar reduction in the Executive’s taxable income and wages for purposes of federal, state and local income and employment taxes), plus interest on the amount of such repayment at 120% of the rate provided in Code Section 1274(b)(2)(B).  In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) within ten (10) days following the time that the amount of such excess is finally determined.  The Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Total Payments. 

6.

PAYMENT OF SEVERANCE PAY .  

6.01

Number of Payments .   The Eligible Employee’s Employer shall pay the severance pay payable under Section 5.01(a) or 5.02(a), as applicable, in equal installments based on the number of regularly scheduled payroll periods (applicable to similarly situated active executives) during the Severance Period.  “Severance Period” means the applicable period of time set forth in Section 5.01(a) or 5.02(a), as applicable.  

6.02

Initiation of Payments .

(a)

The first day of the Severance Period shall be determined by the Company which shall occur no later than forty five (45) days after the Eligible Employee’s termination of employment with the Company and correspond to a regularly scheduled payroll date.  

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(b)

The first installment of severance pay shall be paid on the first payday of the Severance Period and subsequent installments on each regularly scheduled payroll date thereafter until no additional amount is payable to the Eligible Employee; provided, however , that the payment of one or more installments, other than installments representing 409A Amounts (defined below), may be accelerated in the sole discretion of the plan administrator. Any payment shall be net of any required withholding or other employment taxes.

6.03

Death of Eligible Employee .   If an Eligible Employee dies prior to the payment of all severance benefits under this Plan, the remainder shall be paid to his estate in accordance with the provisions of this Plan.

7.

CODE SECTION 409A COMPLIANCE .  

Each installment of severance pay and each other separately identified amount under this Plan shall constitute a separate payment for purposes of Treasury Regulation § 1.409A-2(b).  Each payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation § 1.409A-1(b)(4) is intended to meet the “short-term deferral” rule.  Each other payment is intended to be a payment upon an involuntary termination from service and payable pursuant to Treasury Regulation § 1.409A-1(b)(9)(iii), to the maximum extent permitted by that regulation, with any excess amount and any other benefit under this Plan that is subject to the requirements of Code Section 409A (“409A Amount”) being regarded as subject to the distribution requirements of Code Section 409A(a)(2)(A), including, without limitation, the requirement of Code Section 409A (2)(B)(i) that payment be delayed until the date that is six months after separation from service if the Eligible Employee is a “specified employee,” as defined in Code Section 409A, at the time of such separation from service.

Any severance benefit under this Plan to which Code Section 409A applies that constitutes a reimbursement or in-kind benefit shall be subject to the following:  (a) the amount of expenses eligible for reimbursement or in-kind benefits provided during an Eligible Employee’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided in any other taxable year (this requirement shall not apply to an arrangement that provides for the reimbursement of expenses referred to in Code Section 105(b)); (b) the reimbursement of an eligible expense shall be made on or before the last day of the Eligible Employee’s taxable year following the taxable year in which the expense was incurred; and (c) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit.

8.

ADMINISTRATION .    

The Company shall be responsible for the administration of this Plan and shall serve as plan administrator.  The Company may appoint or employ such persons as it deems necessary to render advice with respect to any responsibility of the Company under this Plan.  The Company shall have the discretionary authority to decide all questions concerning the eligibility of any person to participate in this Plan, the right to and amount of any benefit payable under this Plan to any individual and the date on which any individual ceases to be a Plan participant.  The Company may allocate to any one or more of its employees any responsibility it may have under

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this Plan.  Any such person who receives full-time pay from the Company or any Affiliate shall receive no compensation from this Plan for his services in such capacity (other than expense reimbursements).  Any such person shall not have any fiduciary responsibilities under this Plan.  As plan administrator, the Company shall maintain records of this Plan’s administration and shall be responsible for the handling, processing and payment of any claims for benefits under this Plan.

9.

CLAIMS PROCEDURE .  

9.01

Notification of Benefit Determination and Initiation of Claims .  

(a)

The Company shall notify each Eligible Employee who the Company determines is entitled to benefits under this Plan of his entitlement to receive such benefits and shall provide any forms required in connection with the application for such benefits.  

(b)

If any such Eligible Employee disagrees with the determination of his benefits, he may submit a written statement describing the basis of his claim for benefits, together with any forms required in connection with the application for such benefits.  

(c)

Any Eligible Employee who is not so notified but believes that he is entitled to benefits under this Plan may submit a written statement describing the basis of his claim for benefits and requesting any forms required in connection with the application for such benefits.  

(d)

Each Eligible Employee claiming a benefit under this Plan must complete and file with the Company any required application forms.  

9.02

Claim Denial .   If the claim of an Eligible Employee is wholly or partially denied after he has completed the required documents as described above, he shall be notified by registered mail within 90 days after the written claims statement is submitted, or within 90 days after any required application forms are filed, if later (except that in special circumstances the Company may take an additional 90 days to consider its decision, in which case the Eligible Employee will be notified of the extension).  Such notification shall set forth:

(a)

the specific reasons for the denial (including reference to any pertinent Plan provisions on which the denial is based);

(b)

if applicable, a description of any additional material or information necessary for the claimant to perfect the claim, and an explanation of why such material or information is necessary; and,

(c)

the claims review procedure and the time limits applicable to such procedures, including a statement of the right to institute an arbitration proceeding under Section 13.09.

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9.03

Review of Claim Denials .  

(a)

The Company will review such claim denials.  Any Eligible Employee who has filed a claim for benefits may make a written request to the Company, within 60 days after denial of his claim, for a review of such claim.  Any such request may include a statement by the Eligible Employee of any relevant issues and comments and may include a request for an opportunity to review this Plan and any other pertinent documents (which will be made available to him within 30 days after such request is received at a convenient location during business hours).  

(b)

The Eligible Employee claiming benefits shall be notified of the final decision of the Company within 60 days after his request for a review is received.  However, if the Company finds it necessary due to special circumstances (such as, for example, the need to hold a hearing), to extend this period and so notifies the claimant in writing, the decision shall be rendered as soon as practicable, but in no event later than 120 days after the claimant’s request for review.  The decision shall be in writing and shall set forth the specific reasons for the denial (including reference to any pertinent Plan provisions on which the denial is based).  Such decision shall be final and conclusive on all persons claiming benefits under this Plan, subject to applicable law.  

10.

FUNDING .  

This Plan shall not be funded through a trust, an insurance contact or otherwise and all benefit payments from this Plan shall be made from the general assets of an Employer or the Company.  Accordingly, an Eligible Employee shall not have any claim against specific assets of an Employer or the Company and shall be only a general creditor with respect to any rights he may have under this Plan.  

11.

AMENDMENT AND TERMINATION .  

This Plan may be amended or terminated, in whole or in part, at any time by a written instrument signed by the President of the Company subject to approval by the Compensation Committee of the GCC Board.  Any amendment or proposed termination following a Change in Control requires the consent of a majority of the then Eligible Employees.  Any such Plan amendment or termination may apply to all employees, or to only designated classes of employees (including former employees).  Any provision of this Plan may be modified for any class of employees by any Appendix attached hereto.  Upon termination of this Plan, an Employer or the Company shall have no further liability hereunder, and all Plan benefits (except for any amounts payable to employees who separated from service before the date of Plan termination) shall cease.  

12.

ADOPTION AND WITHDRAWAL BY AFFILIATES .  

12.01

Adoption by Affiliates .   Subject to receiving the approval of the board of directors of the Company (“Board of Directors”),  an Affiliate of the Company may adopt this Plan pursuant to appropriate written resolutions of its board of directors and by executing and

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delivering to the Company an adoption agreement in which the adopting affiliate agrees to be bound by all of the terms of this Plan with respect to its Eligible Employees.  The adoption agreement shall become, as to such adopting affiliate and its employees, a part of this Plan as then amended or thereafter amended.  It shall not be necessary for the adopting affiliate to sign or execute the original or amended Plan document.  The effective date of this Plan for any such adopting affiliate shall be that stated in the adoption agreement, and from and after such effective date, the adopting affiliate shall assume all the rights, obligations, and liabilities under this Plan.  The administrative powers and control of the Company, as provided in this Plan, including the sole right to amend, shall not be diminished by reason of participation of any such affiliate in this Plan.  

12.02

Special Provisions by Affiliates .   With the approval of the Company, an adopting affiliate may elect to have special provisions apply with respect to its Eligible Employees.  Such special provisions, which may differ from the provisions of this Plan which are applicable to employees of other affiliates, shall be stated in this Plan text or in an Appendix to this Plan.  

12.03

Withdrawal .   Any Affiliate of the Company participating in this Plan may withdraw from this Plan at any time without affecting other Affiliates of the Company by complying with the provisions of this Plan.  The Board of Directors of the Company may, in its absolute discretion, terminate an adopting affiliate’s participation at any time.  

13.

MISCELLANEOUS .  

13.01

Other Benefits .   The payment of severance benefits under this Plan shall not be taken into account to increase any benefits provided (or continue coverage) under any other plan or policy of an Employer or any Affiliate, except as otherwise specifically provided in such other plan or policy.  

13.02

No Assignments .   No benefit payable under this Plan may be assigned, transferred, pledged as a security for indebtedness or otherwise encumbered, or subjected to any legal process for the payment of any claim against an employee.  

13.03

At-Will Employment .   This Plan does not create a contract of employment or give any employee the right to continued employment or change the at-will nature of any employee’s employment with an Employer.  

13.04

Savings .   If any provision of this Plan should be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of this Plan, and this Plan shall be construed and enforced as if such provisions had not been included.  

13.05

Construction .  

(a)

Whenever appropriate in this Plan, words used in the singular may be read in the plural; words used in the plural may be read in the singular; and words importing the masculine gender shall be deemed equally to refer to the feminine or be neutral.  Any reference to a Section shall refer to a Section of this Plan, unless otherwise indicated.  

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(b)

The headings of sections are included solely for convenience of reference, and if there be any conflict between such headings and the text of this Plan, the text shall control.  

13.06

Choice of Law .   Except to the extent preempted by federal law, this Plan shall be construed, administered and enforced according to the laws of the Commonwealth of Kentucky.  

13.07

Participation in Other Benefit Plans .   The payment of severance benefits under this Plan shall not cause any individual to be deemed an employee of the Employer for purposes of participation or accrual of benefits under any other plan or program of employee benefits sponsored by the Employer.  Notwithstanding the foregoing, an Eligible Employee may elect to enroll in the group health plan of the Employer under the same terms and conditions as would be applicable if the individual had not terminated employment.  

13.08

Administrative Compliance with Section 409A .   To the extent applicable, this Plan is intended to comply with Code Section 409A and applicable guidance thereunder, including but not limited to Notice 2007-86 and Notice 2007-78, and the provisions of this Plan shall be construed in accordance with that intention so as to avoid any adverse tax consequence to an employee.     Any provision required for compliance with Code Section 409A that is omitted from this Plan shall be incorporated herein by reference and shall apply retroactively, if necessary, and be deemed a part of this Plan to the same extent as though expressly set forth herein.  Notwithstanding anything contained herein to the contrary, no payment hereunder shall be made prior to January 15, 2008 if such payment would violate the transition rules regarding the time and form of payment as set forth in Notice 2007-86.

13.09

Arbitration of Differences Over the Plan .   Any controversy, dispute or claim arising out of or relating, in any way, to this Plan or a purported breach of the Plan shall be settled through arbitration proceedings conducted in Cincinnati, Ohio in accordance with the Commercial Arbitration Rules of the American Arbitration Association.  The matter shall be heard and decided, and awards rendered by, a panel of three arbitrators.  An Employer and the Executive shall each select one arbitrator and the American Arbitration Association shall select the third arbitrator, each of whom shall be on the American Arbitration Association’s national panel of commercial arbitrators.  The award rendered by this arbitration panel shall be final and binding as between the parties hereto and their heirs, executors, administrators, successors and assigns, and judgment on the award may be entered by any court having jurisdiction.  The Executive’s Employer shall pay all arbitration fees, including those of the arbitrators, unless the panel makes a factual finding or conclusion that the Executive’s claim in the matter was frivolous.  Likewise, the Executive’s Employer shall pay his legal fees in all disputes, other than those deemed frivolous.  The Executive shall be responsible for all of his fees and costs along with 50% of all arbitration fees in any matter the arbitrators find frivolous.

13.10

Other Benefits Unaffected .   Nothing herein shall alter, in any way, any vested benefits or the terms of any benefit, bonus or stock plan under which an Executive is covered.

13.11

Successors .  The Company and each Employer which has adopted this Plan shall require that any successor or any acquiring entity assume and honor all terms of this Plan.

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14.

ADMINISTRATIVE INFORMATION .

14.01

Plan Year .   Each plan year begins on January 1 and ends on December 31 of the same year.  Records concerning this Plan are kept on a plan year basis.  

14.02

Legal Notices .   The person designated to receive any legal notices concerning this Plan is:  

General Cable Corporation
c/o General Counsel
P. O. Box 601
4 Tesseneer Drive
Highland Heights, KY  41076
(606) 572-8000

15.

DEFINITIONS .  For purposes of this Plan, the following terms are defined as follows:

(a)

“Affiliate” means any entity with regard to an Employer or of a successor or assign if it is considered to be under common control with an Employer or the purchaser or transferee (per Section 3(b)(ii)), respectively, for purposes of Code Sections 414(b) or 414(c); however, the phrase “more than 50 percent” shall be substituted for “at least 80 percent” in the determination of parent-subsidiary status.

(b)

“Base Pay” means an Eligible Employee’s annual rate of salary at the time of his termination of employment, excluding bonuses, the value of any benefits and other forms of additional compensation.

(c)

“Cause” shall include, but is not limited to:  

(i)

any willful or continuous neglect of or refusal to perform the employee’s duties or responsibilities with respect to an Employer or its Affiliates;

(ii)

insubordination, dishonesty, fraud, gross neglect or willful malfeasance by the employee in the performance of such duties and responsibilities;

(iii)

the conviction or an entry into a plea of nolo contendere by the Executive with respect to any felony; or

(iv)

any serious violation of company rules or regulations.

(d)

“Change-in-Control” means the occurrence of any one or more of the following events:

(i)

any person or other entity (other than any of GCC’s sub­sidiaries or any employee benefit plan sponsored by GCC or any of its subsidiaries) including any person as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), becomes the beneficial owner, as defined in

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Rule 13d-3 under the Exchange Act, directly or indirectly, of more than fifty percent (50%) of the total combined voting power of all classes of capital stock of GCC normally entitled to vote for the election of directors of GCC (the “Voting Stock”),

(ii)

the stockholders of GCC approve the sale of all or substantially all of the property or assets of GCC and such sale occurs;

(iii)

the stockholders of GCC approve a consolidation or merger of the GCC with another corporation (other than with any of GCC’s subsidiaries), the consummation of which would result in the share­holders of GCC immediately before the occurrence of the consolidation or merger owning, in the aggregate, less than 60% of the Voting Stock of the sur­viving entity, and such consolidation or merger occurs; or

(iv)

a change in the board of directors of GCC occurs with the result that the members of the board on the effective date of this Plan (the “Incumbent Directors”) no longer constitute a majority of such board of directors, provided that any person becoming a director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest or the settle­ment thereof, including but not limited to a consent solicitation, relating to the election of directors of GCC) whose election or nomination for election was supported by two-thirds (2/3) of the then Incumbent Directors shall be con­sidered an Incumbent Director for purposes hereof.

(e)

“Disability” means the inability to perform the essential function of one’s job with or without accommodations.

(f)

“Code” means the Internal Revenue Code of 1986, as amended.

(g)

“Good Reason” means the occurrence of any of the following during the 24 month period following a Change in Control:

(i)

a material diminution of the Eligible Employee’s Base Pay or incentive compensation (excluding any reduction in incentive compensation because incentive plan performance objectives and criteria were not met);

(ii)

a material diminution in the Eligible Employee’s authority, duties, or responsibilities; or

(iii)

a material change in the geographic location at which the Eligible Employee is required to perform services (for this purpose, a material change is deemed to occur if the Eligible Employee is required to perform his principal executive functions more than fifty (50) miles from his primary office as of the date that he becomes an Eligible Employee.

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(h)

“Target Bonus” means the higher of an employee’s current target or the average of the annual incentive bonuses paid to the particular employee in the prior three years.

IN WITNESS WHEREOF, the Company has adopted this Plan as of this 19 ^th day of  December, 2007.                                

GK TECHNOLOGIES, INCORPORATED

/s/ Gregory B. Kenny

By:  

Gregory B. Kenny

Title:

President

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