8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  June 27, 2007

General Cable Corporation

__________________________________________

(Exact name of Registrant as Specified in Charter)

Delaware	001-12983	06-1398235
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4 Tesseneer Drive, Highland Heights, Kentucky 41076-9753

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code:  (859) 572-8000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers.

On June 27, 2007 the Board of Directors of the Company approved amendments to the General Cable Corporation Supplemental Executive Retirement Plan (“SERP”) and the General Cable Corporation Deferred Compensation Plan (“DCP”) and the merger of SERP into the DCP.  The Company has received written acknowledgement and acceptance of the SERP amendments and merger from each  participant in the SERP.

The amendments and merger are being made to simplify, limit and better align these specific compensation plans with the Company’s compensation policies, which are described in the Company’s 2007 Proxy Statement filed with the Securities and Exchange Commission on March 28, 2007.  

The amendments and merger will have the effect of the following:

(i)

to freeze the accrual of benefits under the SERP effective as of January 1, 2007;

(ii)

to convert the SERP from a non-account balance plan into an account balance plan by replacing the accrued benefit of a participant with a benefit based on the value of an account balance, being credited initially by the present value of the participant’s unvested accrued benefit in the SERP;

(iii)

to require the participants to make an election with regard to the time and form of payment of the amounts credited to the account balance which shall be effective as of June 27, 2007; and

(iv)

to transfer all account balances and all account liabilities under the amended SERP to the DCP to be governed by the provisions of the DCP, including, but not limited to, those relating to the time and form of benefit payment, investment recommendations and vesting.

The Company will provide to each SERP participant an enhanced credit equal to two additional years of credited service through December 31, 2008, based upon each participant’s estimated 2007 and 2008 base and bonus compensation.  This enhanced credit is in addition to the present value of the participant’s unvested accrued benefit in the SERP.  Each participants account balance will be funded by the Company with contributions to the Company’s “rabbi trust” as part of the DCP, as amended.

Under the SERP amendments and merger, each SERP participant must make an irrevocable election to receive distributions in either a lump sum payment or in equal annual installments from between two and ten years.  The account balance for each SERP participant will vest (as long as such participant is continuously employed by the Company) in five equal annual installments beginning on June 27, 2007 and ending on June 27, 2012.  The vesting schedule accelerates to 100% in the event:  (i) the participant reaches the age of 62 while employed by the Company; (ii) the participant involuntarily terminates employment with the

Company without Cause (as that term is defined in the DCP) or (iii) the participant’s employment with the Company is terminated due to death or disability.

The amounts payable to certain executive officers of the Company as a result of the amendment to the SERP and its merger into the DCP are set forth in the table below:

Executive Officer	Present Value of Accrued Benefit1
Gregory Kenny, President and Chief Executive Officer (Principal Executive Officer)	$3,125,170
Robert Siverd, Executive Vice President, General Counsel and Secretary (Named Executive Officer)	$1,179,241
Brian Robinson, Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)	$125,525

___________________

¹

Assumes retirement age of 62, with ten years of service to the Company and includes the credit of the enhanced benefit of two additional years of service to the Company.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

10.1

Supplemental Executive Retirement Plan of General Cable Corporation, Amended and Restated – Effective as of June 27, 2007

10.2

Fourth Amendment to the General Cable Corporation Deferred Compensation Plan (Amended and Restated December 14, 1998)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.  

	General Cable Corporation
June 27, 2007
	/s/ Robert J. Siverd
	Robert J. Siverd
	Executive Vice President and
	General Counsel

EX-10

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

OF

GENERAL CABLE CORPORATION

Amended and Restated Effective as of June 27, 2007

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

OF GENERAL CABLE CORPORATION

INTRODUCTION

This Supplemental Executive Retirement Plan of General Cable Corporation  (“Plan”) was adopted by the Board of Directors of General Cable Corporation effective January 1, 2000 for the benefit of its eligible executives.  The purpose of this Supplemental Executive Retirement Plan is to provide supplemental retirement benefits to certain employees of General Cable Corporation in addition to the benefits that may be provided to such employees under other retirement plans maintained by General Cable Corporation.  This Plan is also designed to retain executive level personnel.

This Supplemental Executive Retirement Plan is intended to constitute a non-qualified, unfunded deferred compensation plan for a select group of management employees under Title I of ERISA.  All benefits payable under this Plan shall be paid from the general assets of General Cable Corporation.

Effective as of June 27, 2007 (“Restatement Effective Date”), this Plan was amended and restated to: (i) comply with Section 409A of the Internal Revenue Code of 1986, as amended; (ii) freeze the accrual of benefits under the Plan as of January 1, 2007; and (iii) convert the Plan from a nonaccount balance plan to an account balance plan effective as of the effective date of the restatement.  Pursuant to Article V of the Plan, the written agreement of each Participant to the foregoing changes was obtained on or before the effective date of the restatement of the Plan.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

OF GENERAL CABLE CORPORATION

TABLE OF CONTENTS

Page

Article I.

Definitions

1

Article II.

Participation

3

2.01

Participation

3

2.02

Termination of Participation

3

Article III.

Amount and Payment of Benefits

4

3.01

Benefit

4

3.02

Benefit Distribution Election

4

3.03

Payment of Benefits

4

3.04

Vesting

4

3.05

Receipt and Release

6

Article IV.

General Provisions

7

4.01

Administration

7

4.02

Funding

7

4.03

No Contract of Employment

8

4.04

Withholding Taxes

8

4.05

Nonalienation

8

4.06

Payment to Minors, Others

8

4.07

Furnishing of Information

9

4.08

Effect on Other Plans

9

4.09

Indemnification

9

4.10

Claims Procedure

9

4.11

Construction

9

Article V.

Amendment or Termination

11

EXHIBIT A

Page 1

ARTICLE I DEFINITIONS

1.01

“Account” shall mean the account established by the Employer on behalf of a Participant pursuant to Section 3.01 hereof.

1.02

 “Administrative Committee” shall mean the person or persons appointed by the Board to administer and supervise the Plan as provided in Article IV.  In the absence of such appointment, the Compensation Committee shall serve as the Administrative Committee.

1.03

“Beneficiary” shall mean the beneficiary designated by a Participant in the time and manner determined by the Administrative Committee.  If the Participant fails to designate a beneficiary, or if his beneficiary predeceased him, his beneficiary shall be his surviving spouse or, if none, his surviving children in equal shares.  If no beneficiary survives the Participant, his beneficiary shall be his estate.

1.04

“Board” shall mean the Board of Directors of General Cable Corporation.

1.05

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

1.06

“Compensation Committee” shall mean the Compensation Committee of the Board of Directors.

1.07

“Cause” shall mean(A) the gross neglect or willful failure by the Employee to perform the duties and responsibilities of his employment with the Employer in all material respects, after a written demand for substantial performance is delivered to the Employee by the Board which demand specifically identifies the manner in which the Board believes that the Employee has not so performed his duties; (B) any act of fraud by the Employee, whether relating to the Employer or otherwise; (C) the conviction or entry into a plea of nolo contendere by the Employee with respect to any felony or misdemeanor (other than a traffic offense which does not result in imprisonment); (D) the commission by the Employee of any willful or intentional act (including any violation of law) which materially injures the reputation or materially adversely affects t he business or business relationships of the Employer; or (E) any willful failure or willful breach (not covered by any of clauses (A) through (D) above) of any of the material obligations of any employment agreement between the Employee and the Employer, if such breach is not cured within 10 days after written notice thereof to the Employee by the Board. For purposes of clauses (A), (D) and (E) of this definition, no act, or failure to act, on the Employee’s part shall be deemed "willful" unless done, or omitted to be done, by the

Page 2

Employee not in good faith and without reasonable belief that the Employee’s act, or failure to act, was in the best interest of the Employer.

1.08

“Disability” shall mean a disability as defined under the Employer’s then existing long-term disability plan or program.  The above notwithstanding, a Participant shall not be deemed to have a Disability unless he/she is expected to be separated from service for a period of at least twelve months as a direct result of illness or injury, has no reasonable prospect of returning to service with the Employer, and, by reason of such disability has been receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Employer.

1.09

“Effective Date” shall mean the original effective date of this Plan, which was January 1, 2000.  

1.10

“Employee” shall mean an individual employed by the Employer.

1.11

“Employer” shall mean General Cable Corporation or successor by merger, purchase or otherwise.

1.12

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

1.13

“Identification Date” shall mean each December 31.

1.14

“Participant” shall mean any person participating in the Plan as provided in Article II of this Plan.

1.15

“Plan” shall mean the Supplemental Executive Retirement Plan of General Cable Corporation.

1.16

“Restatement Effective Date” shall mean June 27, 2007.

1.17

“Specified Employee” means any Participant who is (i) an officer of the Employer and (ii) receives annual compensation from the Employer in excess of $130,000 (or such other amount as determined pursuant to Code Section 416(i)(1)(A)(i)).  The term Specified Employee shall also include any other individual who satisfies the definition of specified employee under Code Section 409A.  A Participant is a Specified Employee if he/she meets the foregoing requirements at any time during the 12-month period ending on an Identification Date.  If a Participant is a Specified Employee as of an Identification Date, such Participant is treated as a Specified Employee for the 12-month period beginning on the first day of the fourth month following the Identification Date.

Page 3

ARTICLE II PARTICIPATION

2.01

Participation

An  individual who is listed on Exhibit A hereto shall be a Participant in this Plan as of the Restatement Effective Date.

2.02

Termination of Participation

A Participant’s participation in the Plan shall terminate on the date his/her employment with the Employer terminates unless the Participant is entitled to a benefit under the Plan.  If a Participant is entitled to a benefit under the Plan, his or her participation in the Plan shall terminate when the benefit is distributed to him.

Page 4

ARTICLE III AMOUNT AND PAYMENT OF BENEFITS

3.01

Benefit

As of the Restatement Effective Date, the Employer shall credit to the Account of each Participant the amount shown next to his/her name on Exhibit A hereto.

3.02

Benefit Distribution Election

A Participant shall elect one of the following distribution options with respect to the payment of his/her benefit under the Plan (“Benefit Distribution Election”):

(a)

Option A:  a lump sum payment; or

(b)

Option B:  equal annual installments from between two and ten years.

A Participant's Benefit Distribution Election shall become irrevocable as of December 31, 2007.

3.03

Payment of Benefits

In the event that a Participant’s employment is terminated for any reason other than for “cause,” the Employer shall pay to the Participant, or, in the event of his/her death, his/her Beneficiary, as applicable, an amount equal to the Participant's nonforfeitable interest in his/her Account in the form elected by the Participant pursuant to his/her Benefit Distribution Election.  Payment of such amount shall commence on the first day of the third month following date the Participant’s employment terminates or as soon as administratively feasible thereafter. The above notwithstanding, if the Participant is a Specified Employee, no payment shall be made hereunder earlier than the sixth month anniversary of such Specified Employee’s employment termination.

3.04

Vesting

(a)

A Participant’s nonforfeitable (vested) interest in his/her Account shall be determined by multiplying the amount standing to his/her credit in his/her Account by the appropriate percentage from the following table:

Participant is Continuously Employed with the Employer from Restatement Effective Date Through	Participant’s Vested Percentage
June 27, 2008	20%
June 27, 2009	40%
June 27, 2010	60%
June 27, 2011	80%
June 27, 2012	100%

Page 5

(b)

Acceleration of Vesting.  A Participant shall become 100% vested in his/her Account upon:

(1)

his/her attainment of Age 62 while in the employ of the Employer; or

(2)

the occurrence of any of the following events while in the employ of the Employer:

(i)

Termination of Employment due to Disability or

(ii)

Termination of Employment due to death;

or

(3)

his/her involuntary termination of employment with the Employer without Cause.

Page 6

3.05

Receipt and Release

Any final payment or distribution to a Participant or Beneficiary or their legal representative shall be in full satisfaction of all claims against the Plan, the Administrative Committee, the Compensation Committee, the Board and the Employer.  The Administrative Committee may, in its sole discretion, require a Participant, or Beneficiary or their legal representative to execute a receipt and release, in such form as the Administrative Committee may determine, upon final payment of all claims or distributions under the Plan, or a receipt to the extent of any partial payment or distribution, as a condition of receiving such payment or distribution.

Page 7

ARTICLE IV GENERAL PROVISIONS

4.01

Administration

The administration of the Plan, the exclusive power to interpret it and to establish rules and regulations for its administration, and the responsibility for carrying out its provisions are vested in the Administrative Committee, including, but not limited to, the determination of whether a Participant’s employment with the Employer was terminated for Cause.  The Administrative Committee shall have all the administrative powers granted under the provisions of the Pension Plan to the committee appointed to administer the Pension Plan and those provisions shall hereby be incorporated by reference.  Any interpretation of the Plan by the Administrative Committee or any administrative act by the Administrative Committee shall be final and binding on all Participants and Beneficiaries.  The expenses of the Administrative Committee attributable to the administration of the Plan shall be paid directl y by the Employer.

4.02

Funding

(a)

Nothing contained in this Plan shall require the Employer to segregate any monies from its general funds, or to create any trusts, or to make any special deposits for any amounts to be paid to any Participant, former Participant or Beneficiary.  Neither a Participant, former Participant or Beneficiary or their heirs or personal representatives shall have any right, title or interest in or to any of the funds of the Employer on account of this Plan.

(b)

All benefits payable in accordance with this Plan, as well as any administrative costs relating to the Plan, shall constitute a general unsecured obligation of the Employer and shall be payable only from the general assets of the Employer unless the provisions of Section 4.02(c) below are applicable.

(c)

The Employer may, for administrative reasons, establish a grantor trust or similar arrangement for the benefit of Plan Participants and their Beneficiaries.  The assets of said trust or arrangement will be held separate and apart from other funds of the Employer and shall be used exclusively for the purposes set forth in the Plan and the applicable documents establishing the trust or similar arrangement, subject to the following conditions:

(i)

the creation of said trust shall not cause the Plan to be other than “unfunded” for purposes of Title I of ERISA;

Page 8

(ii)

the Employer shall be treated as the “grantor” of said trust for purposes of Sections 671 and 677 of the Internal Revenue Code; and

(iii)

the documents establishing the trust or similar arrangement shall provide that the assets held under the trust or similar arrangement may be used to satisfy claims of the Employer’s general creditors, provided that the rights of such general creditors are enforceable under federal and state law.

4.03

No Contract of Employment

The establishment of the Plan shall not be construed as conferring any legal rights upon any person for a continuation of employment, nor shall it interfere with the rights of the Employer to modify a Participant’s compensation or to discharge any Participant and to treat him without regard to the effect which such treatment might have upon him as a Participant in the Plan.

4.04

Withholding Taxes

The Employer shall have the right to deduct any required federal, state and local withholding taxes from each payment to be made under the Plan.

4.05

Nonalienation

Subject to any applicable law, no benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to do so shall be void, nor shall any such benefit be in any manner liable for or subject to garnishment, attachment, execution or levy, or liable for or subject to the debts, contracts, liabilities, engagements or torts of the Participant.

4.06

Payment to Minors, Others

If the Administrative Committee finds that a Participant or other person entitled to a benefit under the Plan is unable to care for his affairs because of illness or accident or because he is a minor, the Administrative Committee may direct that any benefit due him be paid to his spouse, a child, a parent or other blood relative or a person with whom he resides, unless a claim has been made for the benefit by a duly appointed legal representative.  Any payment made under the provisions of this Section shall be a complete discharge of the liabilities of the Plan for that benefit.

Page 9

4.07

Furnishing of Information

Prior to paying any benefit under this Plan, the Administrative Committee may require the Participant or Beneficiary to provide such information or material as the Administrative Committee, in its sole discretion, shall deem necessary for it to make any determination it may be required to make under this Plan.  The Administrative Committee may withhold payment of any benefit under this Plan until it receives all such information and material and is reasonably satisfied of its correctness and genuineness.

4.08

Effect on Other Plans

Nothing in this Plan shall be deemed to affect the provisions of the Pension Plan, the Savings Plan or any other employee benefit plan as defined in Section 3(3) of ERISA, or any employment contract maintained by or entered into by the Employer.

4.09

Indemnification

Each member of the Administrative Committee shall be indemnified by the Employer against all costs and expenses (other than amounts paid in connection with a settlement not approved by the Employer) reasonably incurred by him in connection with any action or failure to act to which he may be a party by reason of his being a member of the Administrative Committee, except for actions or failures to act made in bad faith or which constitute gross negligence.

4.10

Claims Procedure

The Administrative Committee shall provide adequate notice in writing to any Participant, former Participant or Beneficiary whose claim for benefits under this Plan has been denied, setting forth the specific reasons for such denial.  A reasonable opportunity shall be afforded to any such Participant, former Participant or Beneficiary for a full and fair review by the Administrative Committee of its decision denying the claim.  The Administrative Committee’s decision on any such review shall be final and binding on the Participant, former Participant or Beneficiary and all other interested persons.

4.11

Construction

(a)

The Plan is intended to constitute an unfunded deferred compensation arrangement for a select group of management or highly compensated employees and therefore exempt from the requirements of Sections 201, 301 and 401 of ERISA.  All rights hereunder shall be governed by and construed in accordance with

Page 10

the laws of the Commonwealth of Kentucky to the extent such laws are not pre-empted by ERISA or other federal law.

(b)

The masculine pronoun shall mean the feminine whenever appropriate.

(c)

The titles and headings of the Articles and Sections of the Plan are for convenience only.  In case of ambiguity or inconsistency, the text, rather than the titles or headings, shall control.

Page 11

ARTICLE V AMENDMENT OR TERMINATION

The Chief Executive Officer may modify or amend the Plan at any time, provided, however, that any material modification shall be subject to Compensation Committee approval.  The Board of Directors may suspend or terminate this Plan for any reason at any time.  No modification, amendment, suspension or termination of the Plan shall adversely affect the right of any Participant or his Beneficiary to receive the benefits granted under the Plan by the Employer in respect of such Participant as of the date of modification, amendment, suspension or termination unless the Participant or his Beneficiary, as the case may be, agrees in writing to such modification, amendment, suspension or termination.

IN WITNESS WHEREOF, the proper officer of General Cable Corporation has executed this instrument this 27th day of  June, 2007.

GENERAL CABLE CORPORATION

By:

/s/ Robert J. Siverd

Attest:

/s/ Jeffrey J. Whelan

EXHIBIT A

Participant Name

Beginning Account Balance

Gregory Kenny

$3,125,170

Robert Siverd

$1,179,241

Brian Robinson

$125,525

EX-10

FOURTH AMENDMENT
to the
GENERAL CABLE CORPORATION
DEFERRED COMPENSATION PLAN

(Amended and Restated December 14, 1998)

General Cable Corporation, a Delaware Corporation, hereby adopts this amendment to the General Cable Corporation Deferred Compensation Plan (“Plan”).  This amendment is adopted pursuant to Section 11.1 of the Plan.

1.

Article 1 of the Plan is hereby amended by inserting the following definition as Section 1.22 and renumbering the remaining sections of Article I accordingly:

“1.22

’Merger Date’ shall mean June 27, 2007.”

2.

Section 1.24 of the Plan is hereby amended by adding the following to the end thereof:

“This Plan reflects this merger effective June 27, 2007 of the Supplemental Executive Retirement Plan of General Cable Corporate (Amended and Restated Effective as of June 27, 2007) into this Plan.”

3.

Section 1.29 of the Plan is hereby amended to read as follows:

“’Special Trust Fund’ shall mean the assets of the Trust held by the Trustee under the Trust Agreement that are allocable to: (i) Deferral Contributions made by the Company to the Trust pursuant to Section 4 below; (ii) SERP Contributions; and (iii) income resulting from such contributions.”

4.

Article 1 of the Plan is hereby amended by inserting the following definitions as Section 1.41 through 1.45 and renumbering the remaining sections of Article 1 accordingly:

“1.41

‘SERP’ shall mean the Supplemental Executive Retirement Plan of General Cable Corporation (Amended and Restated Effective as of June 27, 2007).

1.42

‘SERP Account’ shall mean the account established and maintained for each Participant pursuant to Section 7.3 below.

1.43

‘SERP Benefit Distribution Election’ shall mean the benefit distribution election made by a SERP Participant pursuant to Section 3.2 of the SERP and his/her Acknowledgement of Amendment of the Supplemental Executive Retirement Plan of General Cable Corporation.

1.44

‘SERP Contribution’ shall mean, with respect to a SERP Participant, an amount equal to the balance standing to the credit of such Participant in his/her account under the SERP as of the date immediately prior to the Merger Date.

1.45

‘SERP Participant’ shall mean an individual who was a participant in the SERP immediately prior to the Merger Date.”

5.

Article 3 of the Plan is hereby amended by adding the following Section 3.7 to the end thereof:

“3.7  SERP Participant.  A SERP Participant shall become a Participant in this Plan effective as of the Merger Date.”

6.

The Plan is hereby amended by adding the following Article 4A to read as follows:

“4A.

PRIOR SERP CONTRIBUTION

4A.1

SERP Contribution.   Effective as of the Merger Date, or as soon as administratively practicable thereafter, the Company shall contribute to the Special Trust Fund on behalf of each SERP Participant his/her SERP Contribution  A Participant's SERP Contribution shall be allocated to his/her SERP Account.

4A.2

Payment of Benefits.  In the event that a Participant’s employment is terminated for any reason, the Trustee shall pay from the Special Trust Fund to the Participant, or, in the event of his/her death, his/her Beneficiary, as applicable, an amount equal to the Participant's nonforfeitable interest in his/her SERP Account in the form elected by the Participant pursuant to his/her SERP Benefit Distribution Election.  Payment of such amount shall commence within ninety (90) days of the date Participant's employment terminates.  The above notwithstanding, if the Participant is a Specified Employee, no payment shall be made hereunder earlier than the sixth month anniversary of such Specified Employee’s employment termination.

 4A.3

Vesting.

(a)

A Participant’s nonforfeitable (vested) interest in his/her SERP Account shall be determined by multiplying the amount standing to his/her credit in his/her SERP Account by the appropriate percentage from the following table:

2

Participant is Continuously Employed with the Employer from Restatement Effective Date Through	Participant's Vested Percentage
June 27, 2008	20%
June 27, 2009	40%
June 27, 2010	60%
June 27, 2011	80%
June 27, 2012	100%

(b)

Acceleration of Vesting.  A Participant shall become 100% vested in his/her SERP Account upon:

(1)

his/her attainment of Age 62 while in the employ of the Employer; or

(2)

the occurrence of any of the following events while in the employ of the Employer:

(i)

Termination of Employment due to Disability or

(ii)

Termination of Employment due to death;

(3)

his/her involuntary termination of employment with the Employer without Cause.”

7.

Section 6.1 of the Plan is hereby amended to read as follows:

“6.1

Special Trust Fund.  The Benefits payable under the Plan pursuant to Articles 4A and 9 shall first be provided by the Special Trust Fund. The Special Trust Fund shall consist of all Deferral Contributions and SERP Contributions, all investments made therewith, all proceeds thereof and all earnings and profits thereon, less payments made therefrom, all of which shall be accounted for separately from any and all contributions contributed by the Company to the Trust under the Benefit Equalization Plan. The Special Trust Fund shall be held in accordance with the Plan and the Trust Agreement entered into between the Company and the Trustee. The Trust Agreement may from time to time be amended in the manner therein provided.”

3

8.

Article 7 of the Plan is hereby amended by adding the following Section 7.3 to the end thereof:

“7.3

SERP Account.  The Trustee shall establish and cause to be maintained a separate account for each SERP Participant to be known as the Participant's SERP Account, which shall consist of:

(a)

The SERP Contribution made on behalf of such Participant pursuant to Section 4A.1 of this Plan; and

(b)

The Participant's allocable share of income and expenses and realized and unrealized gains and losses of the Special Trust Fund.

A Participant's SERP Account shall be established by the Company for bookkeeping purposes only, and no separate fund shall be segregated by the Company for the benefit of the Participant, except under the terms of the Trust.”

9.

Article 8 of the Plan is hereby amended to read as follows:

“8.

INDIVIDUALLY DIRECTED INVESTMENTS

8.1

No Right to Direct Investments.  A Participant shall not have the right to exercise independent control over the assets in the Special Trust Fund allocated to his or her Individual Investment Account or SERP Account.

8.2

Right to Make Recommendations.  The Administrative Committee shall establish procedures so that a Participant may recommend to the Trustee in writing or by any other means regarding any and all actions that the Participant desires the Trustee to take with respect to the assets in the Special Trust Fund allocated to his or her Individual Investment Account and SERP Account.  The above notwithstanding, a Participant shall have no right to make recommendations with regard to that portion of his or her Individual Investment Account which consists of Restricted Stock or Stock Awards.”

10.

Section 10.1 of the Plan is hereby amended to read as follows:

“10.1

Hardship Withdrawals.  In an event of an Unforeseen Emergency, a Participant may withdraw from his or her Individual Investment Account and/or SERP Account an amount (i) equal to or less than the aggregate of all Deferral Contributions and (ii) necessary to meet the Unforeseen Emergency. The Administrative Committee shall establish procedures to effect such Withdrawals.  In addition,

4

the withdrawal shall be subject to the rules and conditions contained in Code Section 409A and regulations thereunder.”

11.

Article 11 of the Plan is hereby amended to read as follows:

“11.1

Amendment.  The Company may amend the Plan at any time and from time to time and any amendment may have retroactive effect, including, without limitation, amendments to the amount of contributions; provided, however, that no amendment shall (i) reduce the value of a Participant’s Individual Investment Account or SERP Account or (ii) change the form or timing of payment of the Benefit with respect to contributions contributed prior to the date of amendment.

11.2

Termination.  While the Plan is intended to be permanent, the Company may at any time terminate or partially terminate the Plan. Written notice of such termination or partial termination, setting forth the date and terms thereof, shall be given to the Administrative Committee. Upon a termination of the Plan, whether in writing or in operation, or upon a complete discontinuance of allocations thereunder, (i) the Administrative Committee shall remain in existence and (ii) all of the provisions of the Plan shall remain in full force to the extent not inconsistent with the termination, so long as Individual Investment Accounts SERP Accounts remain unpaid.

11.3

Distribution of Special Trust Fund.  Upon termination of the Plan, the Company, in its sole discretion, may elect to terminate the Trust. Upon termination of the Plan, the Company, in its sole discretion, may elect to distribute the balance of each Participant’s Individual Investment Account and SERP Account. Such distribution may be (i) in the form pursuant to the Benefit Distribution Election made by the Participant under Sections 4.7 or 4A.2 above, including any subsequent changes if allowed pursuant to Section 4.8 above or (ii) in a lump sum payment. In such event the payment of each Participant’s Individual Investment Account and/or SERP Account to such Participant or Beneficiary shall commence or be made, as the case may be, as soon as practicable after the determination of the value of the Participant’s Individual Investment Account and/or SERP Account.”

This amendment shall be effective as of June 27, 2007.

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IN WITNESS WHEREOF, and as evidence of the adoption of this amendment, the Employer has caused the same to be executed by its duly authorized officers this 27^th day of June, 2007.

ATTEST:

GENERAL CABLE CORPORATION

/s/ Jeffrey J. Whelan

/s/ Robert J. Siverd

Assistant Secretary

Authorized Officer

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