10-Q

TABLE OF CONTENTS

PART I — Financial Information
	Item 1. Consolidated Financial Statements
Management’s Discussion and Analysis of Financial Condition and Results of Operations
PART II — Other Information
	Item 6. Exhibits and Reports on Form 8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-Q

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

For the Quarterly Period Ended March 31, 2000
Commission File No. 1-12983

GENERAL CABLE CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 06-1398235
(I.R.S. Employer Identification No.)

4 Tesseneer Drive
Highland Heights, KY 41076
(Address of principal executive offices)

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

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No ___

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at April 28, 2000
Common Stock, $.01 Par Value	33,991,617

Page 1

GENERAL CABLE CORPORATION

INDEX TO QUARTERLY REPORT

ON FORM 10-Q

			Page
PART I — Financial Information
Item 1. Consolidated Financial Statements
	Statements of Operations -
		For the three months ended March 31, 2000 and 1999		3
	Balance Sheets -
		March 31, 2000 and December 31, 1999		4
	Statements of Cash Flows -
		For the three months ended March 31, 2000 and 1999		5
	Statement of Changes in Shareholders’ Equity -
		For the three months ended March 31, 2000 and 1999		6
	Notes to Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial      Condition and Results of Operations				12
PART II — Other Information
Item 6. Exhibits and Reports on Form 8-K				17
Signature				18

2

GENERAL CABLE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(in millions, except per share data)
(unaudited)

		Three Months Ended
		March 31,
		2000			1999
Net sales		$	716.8		$	262.8
Cost of sales			631.9			216.0
Gross profit			84.9			46.8
Selling, general and administrative expenses			79.8			29.5
Operating income			5.1			17.3
Interest income (expense):
	Interest expense		(19.4	)		(4.5	)
	Interest income		0.4			0.1
			(19.0	)		(4.4	)
Earnings (loss) before income taxes			(13.9	)		12.9
Income tax benefit (provision)			4.9			(4.8	)
Net income (loss)		$	(9.0	)	$	8.1
Earnings (loss) per common share		$	(0.26	)	$	0.22
Weighted average common shares			34.0			36.9
Earnings (loss) per common share-assuming dilution		$	(0.26	)	$	0.22
Weighted average common shares-assuming dilution			34.0			37.2

See accompanying Notes to Consolidated Financial Statements.

3

GENERAL CABLE CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(in millions, except share data)

				March 31,			December 31,
				2000			1999
				(unaudited)
ASSETS
Current Assets:
	Cash			$	34.9		$	38.0
	Receivables, net				539.4			479.4
	Inventories				464.2			441.2
	Deferred income taxes				26.1			26.3
	Prepaid expenses and other				33.8			33.0
			Total current assets		1,098.4			1,017.9
Property, plant and equipment, net					429.1			438.7
Deferred income taxes					37.6			38.4
Other non-current assets					61.3			73.3
			Total assets	$	1,626.4		$	1,568.3
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
	Accounts payable			$	407.5		$	360.3
	Accrued liabilities				159.4			176.2
	Current portion of long-term debt				12.0			13.2
			Total current liabilities		578.9			549.7
Long-term debt					774.1			726.2
Deferred income taxes					14.2			14.2
Other liabilities					101.9			100.9
			Total liabilities		1,469.1			1,391.0
Shareholders’ Equity:
	Common stock, $0.01 par value:
		Issued and outstanding shares:
		March 31, 2000 – 34,005,098 (net of 3,029,400 treasury shares)        December 31, 1999 – 33,999,633 (net of 3,029,400 treasury shares)			0.4			0.4
	Additional paid-in capital				90.7			90.5
	Other shareholders’ equity				(7.6	)		(8.1	)
	Retained earnings				119.7			130.6
	Accumulated other comprehensive income (loss)				(8.2	)		1.6
	Treasury stock				(37.7	)		(37.7	)
			Total shareholders’ equity		157.3			177.3
			Total liabilities and shareholders’ equity	$	1,626.4		$	1,568.3

See accompanying Notes to Consolidated Financial Statements.

4

GENERAL CABLE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in millions)
(unaudited)

				Three Months Ended
				March 31,
				2000			1999
Cash flows of operating activities:
	Net income (loss)			$	(9.0	)	$	8.1
	Adjustments to reconcile net income (loss) to net cash used by operating activities:
		Depreciation and amortization			15.4			6.2
		Deferred income taxes			0.2			0.1
		Changes in operating assets and liabilities:
			(Increase) decrease in receivables		(67.4	)		1.1
			Increase in inventories		(27.6	)		(21.0	)
			(Increase) decrease in other assets		3.0			(4.9	)
			Increase (decrease) in accounts payable, accrued and other liabilities		50.5			(30.3	)
			Net cash flows of operating activities		(34.9	)		(40.7	)
Cash flows of investing activities:
		Capital expenditures			(12.7	)		(9.2	)
		Other, net			(2.9	)		0.3
			Net cash flows of investing activities		(15.6	)		(8.9	)
Cash flows of financing activities:
		Dividends paid			(1.7	)		(1.9	)
		Net borrowings of credit facilities			49.1			57.0
		Repayment of other long-term debt			—			(2.1	)
			Net cash flows of financing activities		47.4			53.0
Increase (decrease) in cash					(3.1	)		3.4
Cash-beginning of period					38.0			3.4
Cash-end of period				$	34.9		$	6.8
SUPPLEMENTAL INFORMATION
		Income taxes paid, net of refunds		$	1.6		$	9.4
		Interest paid		$	17.5		$	4.3
NONCASH ACTIVITIES
		Issuance of restricted stock, net of forfeitures		$	—		$	4.3

See accompanying Notes to Consolidated Financial Statements.

5

GENERAL CABLE CORPORATION AND SUBSIDIARIES
Consolidated Statement of Changes in Shareholders’ Equity
(in millions, except share amounts)

													Accumulated
			Common Stock					Additional					Other						Other
								Paid-In		Retained			Comprehensive			Treasury			Shareholders'
			Shares			Amount		Capital		Earnings			Income(Loss)			Stock			Equity			Total
Balance, December 31, 1999				33,999,633		$	0.4	$	90.5	$	130.6		$	1.6		$	(37.7	)	$	(8.1	)	$	177.3
	Comprehensive income    (loss):
	Net income (loss)										(9.0	)											(9.0	)
	Foreign currency       translation adjustment													(9.8	)								(9.8	)
	Comprehensive income    (loss)																						(18.8	)
	Dividends										(1.7	)											(1.7	)
	Issuance of restricted stock			5,465																			—
	Amortization of restricted    stock and other								0.2											0.5			0.7
	Other										(0.2	)											(0.2	)
Balance, March 31, 2000				34,005,098		$	0.4	$	90.7	$	119.7		$	(8.2	)	$	(37.7	)	$	(7.6	)	$	157.3
Balance, December 31, 1998				36,815,340		$	0.4	$	84.8	$	103.2		$	(5.2	)		—		$	(6.0	)	$	177.2
	Comprehensive income:
		Net income									8.1												8.1
		Foreign currency    translation adjustment												(0.1	)								(0.1	)
	Comprehensive income																						8.0
	Dividends										(1.9	)											(1.9	)
	Issuance of restricted stock			205,870					4.3											(4.3	)		—
	Amortization of restricted    stock and other																			0.2			0.2
	Other			(1,261	)				0.3											0.2			0.5
Balance, March 31, 1999				37,019,949		$	0.4	$	89.4	$	109.4		$	(5.3	)		—		$	(9.9	)	$	184.0

See accompanying Notes to Consolidated Financial Statements.

6

GENERAL CABLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Accounting Policies

Principles of Consolidation The consolidated financial statements include the accounts of General Cable Corporation and its wholly owned subsidiaries. All transactions and balances among the consolidated companies have been eliminated. Certain reclassifications have been made to the prior year to conform to the current year’s presentation.

Basis of Presentation The accompanying unaudited consolidated financial statements of General Cable Corporation and Subsidiaries have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Results of operations for the three months ended March 31, 2000 are not necessarily indicative of results that may be expected for the full year. These financial statements should be read in conjunction with the audited financial statements and notes thereto in General Cable’s 1999 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2000.

New Standards During 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 133, “Accounting for Derivative Instruments and Hedging Activities”. General Cable will be required to adopt SFAS No. 133, as amended, no later than January 1, 2001. Management has not yet analyzed the impact of SFAS No. 133 on its consolidated financial statements.

2. Acquisitions

On May 28, 1999, General Cable completed the first phase of the transaction to acquire BICC plc’s worldwide energy cable and cable systems businesses for a purchase price of $337.9 million in cash, subject to adjustment for changes in certain balances. Phase one was comprised of all of the North American operations and all of the operations in Spain, Italy, the United Kingdom, and New Zealand. The acquisition was financed by a portion of the Company’s new $1.05 billion credit facility which was obtained to fund the acquisition, refinance existing debt, provide working capital flexibility and allow for additional business development activities.

At the end of the second quarter of 1999, General Cable completed the second phase of the transaction to acquire BICC plc’s worldwide energy cable and cable systems businesses including ownership interests in businesses in Fiji, Portugal, Zimbabwe, Mozambique, Angola, Indonesia, Malaysia and Singapore for a cash payment of $26 million, subject to adjustment. On September 2, 1999, General Cable completed the acquisition of BICC plc’s ownership interest in a wire and cable manufacturing joint venture based in Berlin, Germany with a payment of $21.9 million (collectively, the Acquisition). The Acquisition has been accounted for under the purchase method of accounting.

7

GENERAL CABLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The purchase price has been preliminarily allocated based on estimated fair values of assets acquired and liabilities assumed at the date of acquisition, subject to final adjustments. The results of the businesses acquired have been included in the consolidated financial statements since the respective closing dates. There was no goodwill recorded in connection with the Acquisition. The allocation of purchase price will be finalized upon completion of certain valuations related to pension plans and resolution of certain purchase price adjustment disputes with BICC plc.

The acquisition combined BICC’s European, North American, Middle Eastern, Asia/Pacific and African operations with General Cable’s worldwide operations. The operations acquired include low-voltage, medium-voltage and high-voltage power distribution and transmission cable products, and control, signaling, electronic and data communications products and accessories, serving industrial, utility, OEM, military/government and electrical and communications distributor customers worldwide.

In December 1999, the Company decided to sell certain business units due to deteriorating operating performance at these units. On February 9, 2000, the Company signed a definitive agreement with Pirelli Cavi e Sistemi S.p.A. (of Milan, Italy) for the sale of the stock of certain business units of its Pan-European, African and Asian operations for a purchase price of $216 million, subject to closing adjustments. The transaction is expected to close during the third quarter of 2000 and is subject to approval from the European Union competition authorities and certain other conditions. The proceeds from the transaction will be used to reduce the Company’s debt.

The business units being sold were acquired from BICC plc during 1999 and consist primarily of the operations in the United Kingdom, Italy and Africa and a joint venture in Malaysia. The transaction also includes the joint venture in China. The business units to be sold produced first quarter 2000 net sales and operating income (loss) of $150.4 million and $(20.2) million, respectively. The Company is retaining certain businesses acquired from BICC plc consisting of operations primarily in North America, Spain, Portugal and New Zealand.

3. Inventories

Inventories consisted of the following (in millions):

		March 31,		December 31,
		2000		1999
Raw materials		$	74.0	$	68.0
Work in process			88.1		93.9
Finished goods			302.1		279.3
	Total	$	464.2	$	441.2

As of January 1, 2000 General Cable changed its accounting method for its North American non-metal inventories from the first-in-first-out (FIFO) method to the last-in-first-out (LIFO) method. The impact of the change was an increase in operating income of $2.5 million, or $0.05 of earnings per share on both a basic and diluted basis, in the first quarter of 2000. Previously General Cable had valued only the copper and aluminum components of its North American inventories using LIFO.

8

GENERAL CABLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company believes that changing to the LIFO accounting method for its North American non-metal inventories more accurately reflects the impact of both volatile raw material prices and ongoing cost productivity initiatives, conforms the accounting for all North American inventories and provides a more comparable basis of accounting with direct competitors in North America who are on LIFO for the majority of their inventories. The cumulative effect of the change on prior years was not determinable.

At March 31, 2000 and December 31, 1999, $309.6 million and $107.6 million, respectively, of inventories were valued using the LIFO method. Approximate replacement cost of inventories valued using the LIFO method totaled $301.6 million at March 31, 2000 and $109.7 million at December 31, 1999. An actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations are necessarily based on management’s estimates of expected year-end inventory levels and costs. Because these are subject to many variables beyond management’s control, interim results are subject to the final year-end LIFO inventory valuation.

4. Long-term Debt

Long-term debt consisted of the following (in millions):

	March 31,		December 31,
	2000		1999
Term loans	$	708.2	$	710.2
Revolving loans		48.0		—
Other		29.9		29.2
		786.1		739.4
Less current maturities		12.0		13.2
	$	774.1	$	726.2

In conjunction with the 1999 acquisition of BICC plc’s worldwide energy cable and cable systems businesses, General Cable entered into a new $1.05 billion credit facility which consists of: 1) term loans in Sterling, Euros and Dollars in an aggregate amount up to $125.0 million, 2) term loans in Dollars in an aggregate amount up to $675.0 million and 3) revolving loans and letters of credit in Dollars and foreign currencies in an aggregate amount up to $250.0 million.

The new facility replaced the existing five-year senior unsecured revolving credit and competitive advance facility in an aggregate principal amount of $350 million originally entered into in May 1997. The existing facility was paid off with the proceeds of the new facility. Borrowings are secured by assets of the Company’s North American operations and a portion of the stock of its non-North American subsidiaries and are also guaranteed by the Company’s principal operating subsidiaries.

Loans under the new facility bear interest, at the Company’s option, at (i) a spread over LIBOR or (ii) a spread over the Alternate Base Rate, which is defined as the higher of (a) the agent’s Prime Rate, (b) the secondary market rate for certificates of deposit (adjusted for reserve requirements) plus 1% or (c) the Federal Funds Effective Rate plus 1/2 of 1%.

9

GENERAL CABLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A commitment fee accrues on the unused portion of the new facility. The commitment fee ranges between 35 and 50 basis points per annum and the spread over LIBOR on all loans under the facility ranges between 175 and 325 basis points per annum. Both the commitment fee and the spread over LIBOR are subject to periodic adjustment depending upon the Company’s Leverage Ratio as defined. The new facility restricts certain corporate acts and contains required minimum financial ratios and other covenants.

Repayments under the term loans begin in March 2002 with the final maturity varying between June 2005 and June 2007.

General Cable utilizes interest rate swaps and interest rate collars to manage its interest rate exposure by fixing its interest rate on a portion of the Company’s debt. Under the swap agreements, General Cable will pay or receive amounts equal to the difference between the average fixed rate and the three-month LIBOR rate.

In November 1997, General Cable entered into interest rate swaps which effectively fixed interest rates for specific amounts borrowed under the credit facility as follows (dollars in millions):

			Fixed
	Notional		Interest
Period	Amounts		Rate
November 1998 to November 1999		125.0		6.2	%
November 1999 to November 2000		75.0		6.2	%
November 2000 to November 2001		25.0		6.2	%

In September 1999, one half of the above remaining swaps were terminated at zero cost to the Company.

During the third quarter of 1999, the Company entered into certain interest rate derivative contracts for hedging of the new facility floating interest rate risk covering $375.0 million of the Company’s debt. The net effect of the hedging program was to provide a collar between approximately 5.4% and 8.5% within which the Company’s LIBOR rates on a portion of the new facility could move and which was at no cost to the Company. The Company entered into these three year agreements with members of the lending group and all counterparty members are significant international financial institutions.

5. Other Shareholders’ Equity

Other shareholders’ equity consisted of the following (in millions):

	March 31,			December 31,
	2000			1999
Loans to shareholders	$	(6.0	)	$	(6.0	)
Restricted stock		(2.2	)		(2.7	)
Other		0.6			0.6
	$	(7.6	)	$	(8.1	)

In the first quarter of 2000, General Cable awarded 5,465 shares of restricted stock. Restrictions on the majority of the shares issued will expire ratably over two years.

10

GENERAL CABLE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6. Earnings (Loss) Per Common Share

A reconciliation of the numerator and denominator of earnings (loss) per common share to earnings (loss) per common share assuming dilution is as follows (in millions):

		Three Months Ended March 31,
		2000								1999
		Income					Per Share			Income				Per Share
		(Loss)(1)			Shares(2)		Amount			(Loss) (1)		Shares(2)		Amount
Earnings (loss) per common share		$	(9.0	)		34.0	$	(0.26	)	$	8.1		36.9	$	0.22
Dilutive effect of stock options			—			—					—		0.3
Earnings (loss) per common share-
	Assuming dilution	$	(9.0	)		34.0	$	(0.26	)	$	8.1		37.2	$	0.22

(1) Numerator
(2) Denominator

7. Segment Information

The Electrical Group manufactures and sells wire and cable products which conduct electrical current for industrial, commercial and residential power and control applications. The Communications Group manufactures and sells wire and cable products which transmit low voltage signals for voice, data, video and control applications. The Energy Group manufactures and sells wire and cable products which include low-medium-and high-voltage power distribution and power transmission products for terrestrial and subsea applications.

Summarized financial information for the Company’s operating segments for the three months ended March 31, is as follows (in millions):

			Electrical		Communications		Energy
			Group		Group		Group			Corporate		Total
Net Sales:
		2000	$	345.0	$	146.5	$	225.3			—	$	716.8
		1999		154.9		107.9		—			—		262.8
Operating Income (Loss):
		2000		0.4		14.8		(10.1	)		—		5.1
		1999		4.3		13.0		—			—		17.3
Identifiable Assets:
	March 31, 2000			628.3		298.2		525.0		$	174.9		1,626.4
	December 31, 1999			476.9		243.7		688.2			159.5		1,568.3

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GENERAL CABLE CORPORATION AND SUBSIDIARIES

ITEM 2

Management’s Discussion and Analysis
of Financial Condition and Results of Operations

General

General Cable, which does business as BICCGeneral (the Company), is a leader in the development, design, manufacture, marketing and distribution of copper, aluminum and fiber optic wire and cable products for the communications, energy and electrical markets. Communications wire and cable products transmit low-voltage signals for voice, data, video and control applications. Energy cables include low-, medium- and high-voltage power distribution and power transmission products for aerial, terrestrial and subsea applications. Electrical wire and cable products conduct electrical current for industrial, commercial and residential power and control applications.

All statements, other than statements of historical fact, included in this report, including without limitation the statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are, or may be considered, forward-looking statements under relevant sections of the Securities Act of 1933 and the Securities Exchange Act of 1934. Important factors that could cause actual results to differ materially from those discussed in the forward-looking statements (Cautionary Statements) include: domestic and local country price competition, particularly in certain segments of the power cable, building wire and cordset markets, and other competitive pressures; general economic conditions, particularly in construction; the Company’s ability to retain key customers and distributors; the Company’s ability to increase manufacturing capacity; the Company’s ability to successfully integrate acquisitions and complete divestitures; the cost of raw materials, including copper; the level of growth in demand for products serving various segments of the communications markets; the Company’s ability to successfully introduce new or enhanced products; the impact of technological changes; the Company’s ability to achieve productivity improvements; and the impact of changes in industry standards and the regulatory environment. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on behalf of the Company are expressly qualified in their entirety by the Cautionary Statements.

On April 6, 1999, the Company entered into an agreement to acquire BICC plc’s worldwide energy cable and cable systems businesses. On May 28, 1999, the Company completed the first phase of the transaction with the payment to BICC plc of $337.9 million. Phase one was comprised of all of the United States and Canadian operations, and all of the operations in Spain (and its subsidiaries), Italy, the United Kingdom, and New Zealand. At the end of the second quarter of 1999, the Company completed the second phase of its acquisition including ownership interests in businesses in Fiji, Portugal, Zimbabwe, Mozambique, Angola, and Asia Pacific, with a payment of $26 million. On September 2, 1999, the Company completed the acquisition of BICC plc’s ownership interest in a wire and cable manufacturing joint venture based in Berlin, Germany with a payment of $21.9 million (collectively, the Acquisition). The Acquisition was accounted for as a purchase, and accordingly, the results of operations of the acquired businesses are included in the consolidated financial statements for periods after the respective closing dates.

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GENERAL CABLE CORPORATION AND SUBSIDIARIES

In December 1999, the Company decided to sell certain business units due to deteriorating operating performance at these units. On February 9, 2000, the Company signed a definitive agreement with Pirelli Cavi e Sistemi S.p.A. (of Milan, Italy) for the sale of the stock of certain business units of its Pan-European, African and Asian operations, for a purchase price of $216 million, subject to closing adjustments. The business units being sold were acquired from BICC plc during 1999 and consist primarily of the operations in the United Kingdom, Italy and Africa and a joint venture in Malaysia. The transaction also includes the joint venture in China. The business units to be sold produced first quarter 2000 net sales and a operating income (loss) of $150.4 million and $(20.2) million, respectively. The proceeds from the transaction will be used to reduce the Company’s debt. The transaction is expected to close during the third quarter of 2000 and is subject to approval from the European Union competition authorities and certain other conditions.

General Cable’s reported net sales are directly influenced by the price of copper and to a lesser extent aluminum. Copper prices have been volatile, with the copper cathode daily selling price on the COMEX averaging $0.64 per pound during the first quarter of 1999 and $0.82 per pound for the first quarter of 2000. However, as a result of a number of practices intended to match copper and aluminum purchases with sales, the Company’s overall profitability has not been significantly affected by changes in copper and aluminum prices. General Cable generally passes changes in copper and aluminum prices along to its customers, although there are timing delays of varying lengths depending upon the type of product, competitive conditions and particular customer arrangements. General Cable does not engage in speculative metals trading or other speculative activities. Also, the Company does not engage in activities to hedge the underlying value of its copper and aluminum inventory.

General Cable generally experiences certain seasonal trends in sales and cash flow. Larger amounts of cash are generally required during the first and second quarters of the year to build inventories in anticipation of higher demand during the spring and summer, when construction activity increases. In general, receivables related to higher sales activity during the spring and summer are collected in the third and fourth quarters of the year.

Results of Operations

      Three Months Ended March 31, 2000 Compared with Three Months Ended March 31, 1999

	Ongoing						Businesses
	Businesses						to be Divested			Total
	First Quarter						First Quarter			First Quarter
	2000			1999			2000			2000			1999
Net Sales	$	566.4		$	262.8		$	150.4		$	716.8		$	262.8
Cost of sales		481.3			216.0			150.6			631.9			216.0
Gross profit (loss)		85.1			46.8			(0.2	)		84.9			46.8
Selling, general and administrative expense		59.8			29.5			20.0			79.8			29.5
Operating income (loss)		25.3			17.3			(20.2	)		5.1			17.3
Interest expense, net		(14.1	)		(4.4	)		(4.9	)		(19.0	)		(4.4	)
Earnings (loss) before income taxes		11.2			12.9			(25.1	)		(13.9	)		12.9
Income tax (provision) benefit		(4.0	)		(4.8	)		8.9			4.9			(4.8	)
Net income (loss)	$	7.2		$	8.1		$	(16.2	)	$	(9.0	)	$	8.1
Earnings (loss) per share – assuming dilution	$	0.21		$	0.22		$	(0.47	)	$	(0.26	)	$	0.22

13

GENERAL CABLE CORPORATION AND SUBSIDIARIES

The results of operations are split between the ongoing businesses after the closing of the transactions announced in February 2000 and those that are to be divested.

Results of Ongoing Businesses

Net income from ongoing businesses was $7.2 million in the first quarter of 2000 compared to $8.1 million in the first quarter of 1999. Fully diluted earnings per share were $0.21 in the first quarter of 2000 compared to $0.22 in the first quarter of 1999.

Reported net sales from the ongoing businesses increased 116% to $566.4 million in the first quarter of 2000 from $262.8 million in the first quarter of 1999. After adjusting 1999 net sales to reflect the $0.18 increase in the average monthly Comex price per pound of copper in the first quarter of 2000, net sales increased 101% to $566.4 million, up from $282.4 million for the same period in 1999. The increase in copper-adjusted net sales reflects a 58% increase in Electrical Products, a 29% increase in Communication Products, and $152.7 million of Energy Product sales from the Acquisition.

The increase in Electrical Products copper-adjusted net sales reflects the Acquisition and sales volume growth in the pre-acquisition businesses, partially offset by lower selling prices for building wire products. Sales volume growth in Electrical Products included a 13% increase in building wire sales volume.

The increase in Communication Products copper-adjusted net sales reflects a 21% increase in sales volume for plastic insulated cables, a 14% increase in data networking cables sales volume and sales related to the Acquisition.

Selling, general and administrative expense increased to $59.8 million in the first quarter of 2000 from $29.5 million in the first quarter of 1999 primarily reflecting the Acquisition. Selling, general and administrative expense as a percent of copper-adjusted net sales was down approximately 90 basis points from the first quarter of the prior year on a pro forma basis.

Operating income increased 46% to $25.3 million in the first quarter of 2000 from $17.3 million in the first quarter of 1999. The increase reflects operating income from the Acquisition, sales volume growth in the pre-acquisition businesses, manufacturing cost reductions, and $2.5 million related to changing inventory accounting methods. These earnings improvements were partially offset by lower building wire pricing. The average building wire price premium over the cost of copper was down 11% in the first quarter of 2000 compared to the same period in 1999.

Manufacturing productivity included savings related to cycle-time reduction, process improvements and increased throughput. Significant improvements have been made at former BICC locations. A Business Improvement Team at the Marion, Indiana plant has yielded more than $1 million in savings during the first quarter of 2000.

As of January 1, 2000 the Company changed its accounting method relating to its North American non-metal inventories from the first-in-first-out (FIFO) method to the last-in-last-out (LIFO) method, resulting in a $2.5 million increase in operating income in the first quarter of 2000.

14

GENERAL CABLE CORPORATION AND SUBSIDIARIES

Net interest expense was $14.1 million in 2000 compared to $4.4 million in 1999. The increase reflects increased borrowings related to the Acquisition and higher interest rates under the new facility. The net interest expense related to the ongoing businesses has been adjusted to exclude a pro forma amount related to the businesses pending sale to Pirelli.

The effective tax rate for the first quarter of 2000 was 35.5% compared to 37.5% in the first quarter of 1999 reflecting the impact of the addition of operations in jurisdictions with lower tax rates and the resolution of certain state tax exposures.

Results of Businesses to be Divested

The results from the businesses to be divested reflect the actual operating results of the businesses and allocated interest costs incurred based on the acquisition price of $216.0 million, subject to closing adjustments, to be paid by Pirelli at closing. The pro forma net loss from the divested businesses was $16.2 million or $0.47 per share.

A significant portion of the net loss from businesses to be divested resulted from the Supertension and Subsea Cables operation. The Supertension operation was severely impacted by low pricing levels as a result of excess capacity in the market. Also, a lull in project activity during the first quarter of 2000 gave rise to reduced sales volume levels.

Operations in Italy and at Distribution Cables in the United Kingdom also experienced significant losses in the first quarter of 2000. Operations in Italy experienced demand which was more than 50% below the prior year and selling prices which have declined in response to changes in the competitive nature of the market resulting from the partial privatization of the principal Italian utility company. The Distribution Cables business experienced demand levels 20% to 30% below historical levels primarily due to lower European utilities orders.

15

GENERAL CABLE CORPORATION AND SUBSIDIARIES

Liquidity and Capital Resources

In general, General Cable requires cash for working capital, capital expenditures, debt repayment, interest and taxes. General Cable’s working capital requirements increase when it experiences strong incremental demand for products and/or significant copper price increases.

Cash used by operating activities in the first three months of 2000 was $34.9 million. This principally reflects a $67.4 million increase in accounts receivable and a $27.6 million increase in inventories, partially offset by a $50.5 million increase in accounts payable, accrued liabilities and other long-term liabilities, net income before depreciation and deferred taxes of $6.6 million and a $3.0 million decrease in other assets.

Cash flow used in investing activities was $15.6 million in the first three months of 2000, principally reflecting $12.7 million of capital expenditures.

Cash flow provided by financing activities in the first three months of 2000 was $47.4 million, primarily reflecting proceeds of borrowings of $49.1 million under General Cable’s $1.05 billion credit facility, partially offset by $1.7 million of dividends paid during the quarter.

The Company’s credit facility was entered into with one central bank as administrative agent, and a syndicate of lenders. The facility consists of: 1) term loans in Sterling, Euros and Dollars in an aggregate amount up to $125.0 million, 2) term loans in Dollars in an aggregate amount up to $675.0 million and 3) revolving loans and letters of credit in Dollars and foreign currencies in an aggregate amount up to $250.0 million. Borrowings are secured by assets of the Company’s North American operations and a portion of the stock of its non-North American subsidiaries and are also guaranteed by the Company’s principal operating subsidiaries.

Borrowings under the facility were $756.2 million at March 31, 2000. Loans under the new facility bear interest, at the Company’s option, at (i) a spread over LIBOR or (ii) a spread over the Alternate Base Rate, which is defined as the higher of (a) the agent’s Prime Rate, (b) the secondary market rate for certificates of deposit (adjusted for reserve requirements) plus 1% or (c) the Federal Funds Effective Rate plus 1/2 of 1%.

Repayments under the term loans begin in March 2002 with the final maturity varying between June 2005 and June 2007. The Company anticipates being able to meet its obligations as they come due.

A commitment fee accrues on the unused portion of the new facility. The commitment fee ranges between 35 and 50 basis points per annum and the spread over LIBOR on all loans under the facility ranges between 175 and 325 basis points per annum. Both the commitment fee and the spread over LIBOR are subject to periodic adjustment depending upon the Company’s Leverage Ratio. The new facility restricts certain corporate acts and contains required minimum financial ratios and other covenants. During the quarter, the Company amended its credit agreement to permit the sale of certain business units to Pirelli as well as to increase flexibility within its financial covenants for 2000.

16

GENERAL CABLE CORPORATION AND SUBSIDIARIES

PART II — Other Information

Item 6. Exhibits and Reports on Form 8-K

      (a) Exhibits

10.32	- -	Second amendment dated March 9, 2000 to the Credit Agreement between the Company, Chase Manhattan Bank, as Administrative Agent, and the lenders signatory thereto dated May 28, 1999.
10.33	- -	Amended and Restated Employment Agreement dated April 28, 2000, between Stephen Rabinowitz and the Company.
10.34	- -	Amended and Restated Employment Agreement dated April 28, 2000, between Gregory B. Kenny and the Company.
10.35	- -	Amended and Restated Employment Agreement dated April 28, 2000, between Christopher F. Virgulak and the Company.
10.36	- -	Amended and Restated Employment Agreement dated April 28, 2000, between Robert Siverd and the Company.
10.37	- -	Amended and Restated Change-in-Control Agreement dated April 28, 2000, between Stephen Rabinowitz and the Company.
10.38	- -	Amended and Restated Change-in-Control Agreement dated April 28, 2000, between Gregory B. Kenny and the Company.
10.39	- -	Amended and Restated Change-in-Control Agreement dated April 28, 2000, between Christopher F. Virgulak and the Company.
10.40	- -	Amended and Restated Change-in-Control Agreement dated April 28, 2000, between Robert Siverd and the Company.
18	- -	Letter regarding change in accounting principle.
27.1	- -	Financial Data Schedule

      (b) Reports on Form 8-K — None

17

SIGNATURE

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

GENERAL CABLE CORPORATION

Signed: May 9, 2000 By: /s/CHRISTOPHER F. VIRGULAK
___________________________________
Christopher F. Virgulak
Executive Vice President and Chief
Financial Officer

18 EX-10.32 2 EXHIBIT 10.32 1 EXHIBIT 10.32 SECOND AMENDMENT, CONSENT AND WAIVER dated as of March 9, 2000 (this "Amendment"), to the Credit Agreement dated as of May 28, 1999, as amended by the First Amendment dated as of October 8, 1999 (the "Credit Agreement"), among GENERAL CABLE CORPORATION (the "Company"), GK TECHNOLOGIES, INCORPORATED, GENERAL CABLE HOLDINGS (UK) LIMITED, GENERAL CABLE ACQUISITIONS (SPAIN), S.A., GENERAL CABLE HOLDINGS, INC., the other BORROWING SUBSIDIARIES from time to time party thereto, the LENDERS from time to time party thereto, THE CHASE MANHATTAN BANK, as administrative agent (in such capacity, the "Administrative Agent") and as collateral agent for the Lenders (in such capacity, the "Collateral Agent"), CHASE MANHATTAN INTERNATIONAL LIMITED, as London Agent, and BANK ONE, MICHIGAN, MERRILL LYNCH CAPITAL CORPORATION and PNC BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents. A. Pursuant to the Credit Agreement, the Lenders and the Issuing Bank have agreed to extend credit to the Borrowers on the terms and subject to the conditions set forth therein. B. The Company has informed the Administrative Agent that it intends to complete the European Asset Sale (as defined herein) and has requested that the Lenders consent to and grant the limited waiver necessary to effectuate such transaction. C. The Company has also requested that the Required Lenders amend certain provisions of the Credit Agreement. D. The Required Lenders are willing to grant such amendments, consents and waivers on the terms and subject to the conditions set forth in this Amendment. E. Each capitalized term used and not otherwise defined herein shall have the meaning assigned to it in the Credit Agreement. Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowdged, the parties hereto agree as follows: SECTION 1. AMENDMENT OF CREDIT AGREEMENT. The undersigned Lenders, constituting the Required Lenders, hereby agree that the Credit Agreement shall 2 2 be amended as set forth below, effective as of the Amendment Effective Date (as defined below): (a) AMENDMENT OF SECTION 1.01. Section 1.01 of the Credit Agreement is hereby amended as follows: (i) the definition of "EBITDA" is hereby amended by inserting the following after the period at the end of the definition: "Solely for purposes of determining compliance with the covenants contained in Article VI, and not for purposes of determining the Applicable Rate, following the completion of the European Asset Sale, EBITDA for any period of four fiscal quarters ending after March 31, 2000, and including the quarter during which such sale shall have been completed shall be determined on a pro forma basis giving effect to such sale (and excluding that portion of EBITDA attributable to the assets sold therein) as if such sale had occurred on the first day of such period." (ii) the following new definition of "European Asset Sale" is hereby inserted in its proper alphabetical position: ""EUROPEAN ASSET SALE" means the sale to Pirelli Cavi E Sistemi s.p.a., for cash consideration of approximately $216,000,000, of certain non-US Subsidiaries, pursuant to and as provided in the Share Purchase Agreement dated as of February 9, 2000 in the form heretofore delivered to the Administrative Agent." (iii) the definition of "Interest Expense" is hereby amended by inserting the following after the period at the end of the definition: "Solely for purposes of determining compliance with the covenants contained in Article VI, and not for purposes of determining the Applicable Rate, following the completion of the European Asset Sale, Interest Expense for any period of four fiscal quarters ending after March 31, 2000, and including the quarter during which such sale shall have been completed shall be determined on a pro forma basis giving effect to such sale and to any repayment of Indebtedness with the proceeds thereof (and excluding that portion of Interest Expense attributable to such Indebtedness, assuming for such purpose that such Indebtedness bore interest at all times during such period at the rate applicable to Eurocurrency Tranche A Term Loans on the date of such sale) as if such sale had occurred on the first day of such period." 3 3 (b) AMENDMENT OF SECTION 6.04. Section 6.04 of the Credit Agreement is hereby amended by the insertion of the following new sentence at the end of paragraph (a) thereof: "Notwithstanding the foregoing, the Company and the Subsidiaries may complete the European Asset Sale." (c) AMENDMENT OF SECTION 6.10. (a) Section 6.10 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: "SECTION 6.10. LEVERAGE RATIO. The Company will not permit the Leverage Ratio at any time during any of the periods set forth below to exceed the ratio set forth opposite such period: Period Ratio ------ ----- 9/30/99 through 12/31/99 4.25:1.00 1/1/00 through 3/31/00 6.25:1.00 4/1/00 through 6/30/00 6.50:1.00 7/1/00 through 9/30/00 4.50:1.00 10/1/00 through 12/31/00 4.50:1.00 1/1/01 through 6/30/01 3.75:1.00 7/1/01 through 6/30/02 3.25:1:00 7/1/02 through 6/30/03 2.75:1.00 7/1/03 and thereafter 2.50:1.00". (d) AMENDMENT OF SECTION 6.11. Section 6.11 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: "SECTION 6.11. INTEREST COVERAGE RATIO. The Company will not permit the Interest Coverage Ratio for any period of four fiscal quarters ending during any of the periods set forth below to be less than the ratio set forth opposite such period: 4 4 Period Ratio ------ ----- 9/30/99 through 12/31/99 2.75:1.00 1/1/00 through 3/31/00 1.75:1.00 4/1/00 through 6/30/00 1.50:1.00 7/1/00 through 9/30/00 2.25:1.00 10/1/00 through 12/31/00 2.25:1.00 1/1/01 through 6/30/01 3.25:1.00 7/1/01 through 6/30/02 3.75:1.00 7/1/02 through 6/30/03 4.25:1.00 7/1/03 and thereafter 4.50:1.00". SECTION 2. APPLICATION OF PROCEEDS. The Company agrees that, substantially simultaneously with (and in any event not later than the next Business Day following) the receipt of the Net Proceeds from the European Asset Sale, it will apply such Net Proceeds to prepay outstanding Term Loans, such proceeds to be allocated pro rata among the Tranche A-1 Term Borrowings, Tranche A-2 Term Borrowings and Tranche B Term Borrowings, in accordance with the provisions of the Credit Agreement. SECTION 3. CERTAIN AGREEMENTS. The Borrower agrees that (i) concurrently with the delivery of any financial statements required by Section 5.01(a) of the Credit Agreement, the Borrower shall deliver a budget for the following fiscal year, with all calculations provided therein made on a quarterly basis and (ii) on any financial statements provided pursuant to Section 5.01(b) of the Credit Agreement, in addition to reporting actual results on all calculations the Borrower shall provide a comparison between the actual results for the quarter (or fiscal year) being reported on and the projected results previously reported in the budget referred to in (i) above. SECTION 4. REPRESENTATIONS AND WARRANTIES. To induce the other parties hereto to enter into this Amendment, the Company and each Borrowing Subsidiary represents and warrants to each of the Lenders, the Administrative Agent and the Collateral Agent that, as of the Amendment Effective Date: (a) The representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the Amendment 5 5 Effective Date with the same effect as though made on and as of the Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date. (b) No Default or Event of Default has occurred and is continuing. SECTION 5. EFFECTIVENESS. This Amendment shall become effective when the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Company, each Borrowing Subsidiary, each Subsidiary Guarantor and the Required Lenders (the "Amendment Effective Date"). SECTION 6. EFFECT OF AMENDMENT. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Collateral Agent or the Loan Parties under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrowers to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. This Amendment shall constitute a "Loan Document" for all purposes of the Credit Agreement and the other Loan Documents. SECTION 7. COUNTERPARTS. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of any executed counterpart of a signature page of this Amendment by facsimile transmission shall be as effective as delivery of a manually executed counterpart hereof. SECTION 8. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 9. EXPENSES. The Company agrees to pay the reasonable out of pocket expenses incurred by the Administrative Agent in connection with the preparation of this Amendment including the reasonable fees, disbursements and other charges of its counsel. 6 6 SECTION 10. HEADINGS. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written. GENERAL CABLE CORPORATION, by ---------------------------------------- Name: Title: GK TECHNOLOGIES, INCORPORATED, by ---------------------------------------- Name: Title: GENERAL CABLE HOLDINGS, INC., by ---------------------------------------- Name: Title: GENERAL CABLE HOLDINGS (UK) LIMITED, by ---------------------------------------- Name: Title: GENERAL CABLE ACQUISITIONS (SPAIN), S.A., by ---------------------------------------- Name: Title: THE CHASE MANHATTAN BANK, individually, as Administrative Agent and as Collateral Agent, by ---------------------------------------- Name: Title: CHASE MANHATTAN INTERNATIONAL LIMITED, as London Agent, by ---------------------------------------- Name: Title: EX-10.33 3 EXHIBIT 10.33 1 Exhibit 10.33 EMPLOYMENT AGREEMENT -------------------- (Amended and Restated as of April 28, 2000) Agreement made and entered into this 28th day of April, 2000 (the "Effective Date"), by and between General Cable Corporation, a Delaware corporation (the "Company") and Stephen Rabinowitz (the "Executive"). W I T N E S S E T H: ------------------- WHEREAS, the Executive and the Company are parties to an employment agreement effective as of October 18, 1999, which is currently in effect (the "Employment Arrangement"); and WHEREAS, effective upon the Effective Date it is intended that the Employment Arrangement be amended and restated as set forth herein; NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows: 1. TERM OF EMPLOYMENT. Commencing on the Effective Date, the Company shall employ the Executive, and the Executive shall continue employment and shall serve the Company, in such capacities, with such duties and authority, for such period, at such level of compensation and with such benefits, and upon such other terms and subject to such other conditions, as are hereinafter set forth. The term of the Executive's employment hereunder shall commence on the Effective Date and, unless previously terminated as provided herein, shall continue until the third anniversary of the Effective Date (the "Employment Period"); PROVIDED, HOWEVER, that commencing on the second anniversary of the Effective Date and each anniversary thereafter, the Employment Period shall automatically be extended for one additional year unless not later than one hundred twenty (120) days prior to such anniversary, the Company or the Executive shall have given written notice to the other not to extend the Employment Period. 2. CAPACITIES, DUTIES AND AUTHORITY. (a) Effective on the Effective Date and throughout the Employment Period, the Executive shall be entitled to serve as, Chief Executive Officer of the Company, GK Technologies, Incorporated, a New Jersey corporation ("GK"), BICC 2 General Cable Industries, Inc., a Delaware corporation ("BICC General"), and such other affiliates of the Company, GK or BICC General as the Board of Directors of the Company (the "Company's Board") shall request. The Company, GK, BICC General and such other affiliates are hereinafter referred to collectively as the "Group." (b) In his capacity as Chief Executive Officer of each of the members of the Group, the Executive shall have such authority, perform such duties, discharge such responsibilities and render such services as are customary to and consistent with such positions, subject to the authority and direction of the relevant board of directors. (c) The Executive shall render his services diligently, faithfully and to the best of his ability, devoting thereto his entire business time, energy and skills on an exclusive basis and, without the prior written consent of the Company's Board, the Executive shall not render services to or for the account of any person, firm or corporation other than a member of the Group. 3. COMPENSATION. (a) The Executive shall be paid a base salary during the Employment Period at the annual rate of Six Hundred Seventy-Five Thousand Dollars ($675,000), payable in accordance with the regular payroll practices of the Company. The Compensation Committee of the Company's Board (the "Compensation Committee") shall annually review the Executive's performance and determine, in its sole discretion, whether or not to increase the Executive's base salary and, if so, the amount of such increase. The Executive's base salary as in effect from time to time is hereinafter referred to as the "Base Salary." (b) The Executive shall be entitled to participate in the General Cable Corporation 1999 Incentive Bonus Program and any performance-based annual bonus program for senior executives of the Company for fiscal years after 1999 (a "Future Bonus Plan") on such terms and conditions as determined in the discretion of the Compensation Committee. For purposes of the obligations of the Company on termination of employment of the Executive, the target bonus amount under any Future Bonus Plan shall be not less than 120% of the Executive's Base Salary in effect in the year that employment is terminated. 4. EMPLOYEE BENEFIT PROGRAMS. (a) During the Employment Period, the Executive shall be entitled to four (4) weeks vacation and to participate in and have the benefit of all group life, disability, hospital, surgical and major medical insurance plans and programs and other employee benefit plans and programs as generally are made available to executive personnel of the Group, as such benefit plans or programs may be amended in the sole 2 3 discretion of the Group members and with the concurrence of the Compensation Committee, from time to time. (b) During the Employment Period, the Executive shall be entitled to receive or participate in fringe benefit arrangements that provide automobile, club dues, tax services and financial planning in accordance with the terms and conditions of such arrangements as may be in effect from time to time. 5. STOCK OPTIONS The Company has adopted, and the stockholders of the Company have approved the adoption of, the General Cable Corporation Stock Incentive Plan (the "Stock Incentive Plan"). The Executive shall be eligible to receive grants under the Stock Incentive Plan during the Employment Period as determined by the Compensation Committee of the Company's Board in its sole discretion. 6. RESTRICTED STOCK AND OTHER STOCK AWARDS During the Employment Period, the Executive shall be eligible to receive grants of restricted stock and other stock awards ("Stock Awards") in such amounts and subject to such terms as determined by the Compensation Committee of the Company's Board in its sole discretion. 7. TERMINATION OF EMPLOYMENT. (a) The Executive's employment hereunder shall terminate: (i) upon the death of the Executive; (ii) upon the Disability of the Executive, which for the purposes of this Agreement shall mean his inability because of physical or mental illness or incapacity, whether partial or total, with or without accommodation, to perform his duties under this Agreement, as determined by the Company's Board, after review of such reports of physicians of recognized standing in the medical community in the Cincinnati, Ohio metropolitan area as the Company's Board (or a special committee thereof) selects, for a continuous period of at least four (4) months or for an aggregate of one hundred fifty (150) days within any twelve (12) month period; or (iii) at the option of the Company, exercisable by or upon the authority of the Company's Board and effective immediately upon the 3 4 giving by the Company to the Executive of written notice of such exercise, for "Cause," which, for purposes of this Agreement, shall mean: (A) the gross neglect or willful failure by the Executive to perform his duties and responsibilities in all material respects as set forth in Paragraph 2 hereof, after a written demand for substantial performance is delivered to the Executive by the Company's Board, which demand specifically identifies the manner in which the Company's Board believes that the Executive has not so performed his duties; (B) any act of fraud by the Executive, whether relating to the Group or otherwise; (C) the conviction or entry into a plea of NOLO CONTENDERE by the Executive with respect to any felony or misdemeanor (other than a traffic offense which does not result in imprisonment); (D) the commission by the Executive of any willful or intentional act (including any violation of law) which materially injures the reputation or materially adversely affects the business or business relationships of the Group; 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 this Agreement, if such breach is not cured within 10 days after written notice thereof to the Executive by the Company's Board; For purposes of clauses (A), (D) and (E) of this definition, no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's act, or failure to act, was in the best interest of the Group. (iv) at the option of the Company, for a reason other than Disability or Cause, effective immediately upon the giving of written notice of such exercise; (v) at the option of the Executive, effective ten (10) business days after the giving of written notice of such exercise by the Executive to the Company (or such shorter period as the Company's Board may elect by giving written notice to the Executive), in the event that the Executive has Good Reason, which for purposes of this Agreement shall mean the 4 5 occurrence at any time of any of the following without the Executive's prior written consent: (A) removal from the position of Chief Executive Officer with respect to the Company or any of its significant subsidiaries (as defined in Regulation S-X under the Securities Exchange Act of 1934); (B) the assignment of duties or responsibilities materially inconsistent with those customarily associated with the positions held by the Executive or a diminution of the Executive's position, authority, duties or responsibilities (other than an isolated action that is not taken in bad faith and is remedied by the Company promptly after receipt of written notice thereof from the Executive); (C) except as provided in Paragraph 7(d), a reduction in the Executive's Base Salary payable pursuant to Paragraph 3(a) hereof or a material reduction in any other material benefit provided the Executive hereunder; or (D) notice by the Company, as set forth in Paragraph 1(a) hereof, not to extend the Employment Period; or (E) the failure by the Company to obtain an agreement from any successor to assume and agree to perform this Agreement; or (F) any willful failure or willful breach by the Company (not covered by any of clauses (A) through (E) above) of any of the material obligations of this Agreement, if such breach is not cured within 10 days after written notice thereof by the Executive to the Company's Board; For purposes of clause (F) of this definition, no act, or failure to act, on the Company's part shall be deemed "willful" unless done, or omitted to be done, by the Company not in good faith and without reasonable belief that the Company's act, or failure to act, was in the best interest of the Group. (vi) at the option of the Executive, for a reason other than Good Reason, effective upon 30 days of the giving of written notice of such exercise. (b) OBLIGATIONS OF THE COMPANY UPON TERMINATION OF EMPLOYMENT. 5 6 (i) DEATH. In the event of the Executive's death during the Employment Period, the Employment Period shall end as of the date of the Executive's death and his estate and/or beneficiaries, as the case may be, shall be entitled to the following, as soon as practicable following the date of Executive's death: (A) Base Salary earned but not paid prior to the date of his death; (B) payment for all accrued but unused vacation time up to the date of his death; (C) payment for any bonus deferred for any year prior to the year in which occurs the date of his death; (D) the 1999 Incentive Bonus or any bonus payable pursuant to any Future Bonus Plan, to the extent earned but not paid with respect to the year in which the Executive's death occurs; (E) a pro rata portion (based on the number of days worked) of the bonus payable under the 1999 Incentive Bonus Plan or any Future Bonus Plan in effect for the year in which the Executive's death occurs; PROVIDED, HOWEVER, that the performance goals established under the applicable program with respect to the entire year in which the Executive's death occurs are met; (F) immediate vesting of and lapsing of restrictions on all unvested Stock Awards held by the Executive on the date of his death; (G) immediate vesting of all Company stock options held by the Executive on the date of his death, with such options remaining exercisable for twelve months from the date of the Executive's death; and (H) such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company. (ii) DISABILITY. If the Executive's employment is terminated due to Disability during the Employment Period, either by the Company or by the Executive, the Employment Period shall end as of the date of the termination of the Executive's employment and the Executive shall be entitled to the following, as soon as practicable following the date of termination: 6 7 (A) Base Salary earned but not paid prior to the date of the termination of the Executive's employment; (B) payment for all accrued but unused vacation time up to the date of the termination of the Executive's employment; (C) payment for any bonus deferred for any year prior to the year in which occurs the date of the termination of the Executive's employment; (D) the 1999 Incentive Bonus or any bonus payable pursuant to any Future Bonus Plans, to the extent earned but not paid with respect to the year in which the Executive's termination of employment occurs; (E) a pro rata portion (based on the number of days worked) of the bonus payable under the 1999 Incentive Bonus Plan or any Future Bonus Plan in effect for the year in which the Executive's termination of employment occurs; PROVIDED, HOWEVER, that the performance goals established under the applicable program with respect to the entire year in which the Executive's termination of employment occurs are met; (F) immediate vesting of and lapsing of restrictions on all unvested Stock Awards held by the Executive on the date of his Disability; (G) immediate vesting of all Company stock options held by the Executive on the date of his Disability, with such options remaining exercisable for twelve months from the date of the Executive's Disability; and (H) such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company. (iii) CAUSE. If the Company terminates the Executive's employment for Cause, the Executive shall be entitled to the following, within 60 days following the date of termination: (A) Base Salary earned but not paid prior to the date of the termination of his employment; (B) payment for all accrued but unused vacation time up to the date of the termination of the Executive's employment; 7 8 (C) payment for any bonus deferred for any year prior to the year in which occurs the date of the termination of the Executive's employment; and (D) such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company. (iv) WITHOUT CAUSE OR WITH GOOD REASON. If the Executive's employment is terminated by the Company (other than for Cause or Disability) or if the Executive terminates his employment with Good Reason, the Employment Period shall end as of the effective date of termination and the Executive shall be entitled to the following, within 10 business days following the date of termination or such earlier date as may be required by law: (A) Base Salary earned but not paid prior to the date of the termination of his employment; (B) payment for all accrued but unused vacation time up to the date of the termination of the Executive's employment; (C) payment for any bonus deferred for any year prior to the year in which occurs the date of the termination of the Executive's employment; (D) the 1999 Incentive Bonus or any bonus payable pursuant to any Future Bonus Plan, to the extent earned but not paid with respect to the year in which the Executive's termination of employment occurs; (E) a lump sum amount equal to three times the sum of (x) the Base Salary (based on the Base Salary in effect on the date of the termination of the Executive's employment, and in the case of a termination of employment by the Executive for Good Reason due to a reduction in Base Salary under Paragraph 6(a)(v)(C), based on the Base Salary in effect immediately prior to such reduction) plus (y) the target annual bonus under the 1999 Incentive Bonus Plan or any Future Bonus Plan, as the case may be, for the year of termination; 8 9 (F) immediate vesting of and lapsing of restrictions on all unvested Stock Awards held by the Executive on the date of the termination of his employment; (G) immediate vesting of all Company stock options held by the Executive on the date of the termination of his employment, with all stock options remaining exercisable until their expiration pursuant to the Stock Incentive Plan; (H) continued participation, as if he were still an employee, in the Company's medical, dental, hospitalization and life insurance plans, programs and/or arrangements in which he was participating on the date of the termination of his employment on the same terms and conditions as other executives under such plans, programs and/or arrangements until the earlier of three years from the date of the Executive's termination or the date, or dates, he receives equivalent coverage and benefits under the plans, programs and/or arrangements of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); and (I) such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company (other than any severance payments payable under the terms of any benefit plan), including outplacement services consistent with the Company's then existing practice for senior executives or, if there is no such then existing practice, consistent with the Company's past practice for senior executives. (v) WITHOUT GOOD REASON. If the Executive's employment is terminated by the Executive without Good Reason, the Executive shall be entitled to the following, within 60 days following the date of termination or such earlier date as may be required by law: (A) Base Salary earned but not paid prior to the date of the termination of his employment; (B) payment for all accrued but unused vacation time up to the date of the termination of the Executive's employment; (C) payment for any bonus deferred for any year prior to the year in which occurs the date of the termination of the Executive's employment; 9 10 (D) such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company. (c) Any payment under Paragraph 7(b) hereof shall be in lieu of any other severance, bonus or other payments to which the Executive might then be entitled pursuant to this Agreement or any statutory or common law claim, subject, in each case, to the execution by the Executive and delivery to the Company of a customary release of all claims related to his employment or termination thereof in a form to be provided by the Company. The Company's obligations to make the payments under Paragraph 7(b) hereof, except in the case of a termination for Cause, shall not otherwise be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company or any member of the Group may have against the Executive. The Executive acknowledges and agrees that in the event the parties dispute whether the Executive shall be entitled to the payment hereunder, such payment shall not be deemed to be earned or otherwise vest hereunder until such time as the dispute is resolved in accordance with Paragraph 11(c) hereof. (d) Notwithstanding anything to the contrary herein, if the Company's Board has reason to believe that there are circumstances which, if substantiated, would constitute Cause as defined herein, the Company may suspend the Executive from employment without notice for such period of time as shall be reasonably necessary for the Company's Board to ascertain whether such circumstances are substantiated. During such suspension, the Executive shall continue to be paid all compensation and provided all benefits hereunder; PROVIDED, HOWEVER, that if the Executive has been indicted or otherwise formally charged by governmental authorities with any felony, the Company's Board may in its sole discretion, and without limiting the Company's President's discretion to terminate the Executive's employment for Cause, suspend the Executive without continuation of any compensation or benefits hereunder, pending final disposition of such criminal charge(s). Upon receiving notice of any such suspension, the Executive shall promptly leave the premises of the Company and remain off such premises and the premises of all other Group members until further notice from the Company's Board. 8. NEGATIVE COVENANTS OF THE EXECUTIVE. (a) During the Employment Period 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 Group to terminate his or her employment or engagement by the Group to become employed or engaged by any person, firm, corporation or 10 11 other business enterprise other than a member of the Group, except in furtherance of his responsibility during the Employment Period; or (ii) authorize or assist in the taking of such action by any third party. For purposes of this Paragraph 8(a), the terms "employee," "director," "officer," "associate," "consultant," "agent," and "independent contractor" shall 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. The Executive shall not be deemed to have violated the provisions of this Paragraph 8(a) by reason of an isolated act, or failure to act, not taken in bad faith. (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, 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 or distribution 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 1% of the combined voting power of the voting securities of such company. (c) During the Employment Period and thereafter without limit as to time, the Executive will not (other than in the regular course and in furtherance of the Group's business) divulge, furnish or make available to any person any knowledge or information with respect to the business or affairs of the Group which is confidential, including, without limitation, "know-how," trade secrets, customer and supplier lists, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition or disposition plans, new 11 12 personnel employment plans, methods of manufacture, technical processes, designs and design projects, inventions and research projects and financial budgets and forecasts of the Group except (1) information which at the time is available to others in the business or generally known to the public other than as a result of disclosure by the Executive not permitted hereunder, and (2) when required to do so by a court of competent jurisdiction, by any governmental agency or by any administrative body or legislative body (including a committee thereof) with purported or apparent jurisdiction to order the Executive to divulge, disclose or make accessible such information. All memoranda, notes, lists, records, electronically stored data, recordings or videotapes and other documents (and all copies thereof) made or compiled by the Executive or made available to the Executive (whether during his employment by the Group or by any predecessor thereof) concerning the business of the Group or any predecessor thereof shall be the property of the Company or such other member of the Group and shall be delivered to the Company or such other member of the Group promptly upon the termination of the Employment Period. (d) The Executive acknowledges that all developments, including, without limitation, inventions, patentable or otherwise, trade secrets, discoveries, improvements, ideas and writings that alone or jointly with others the Executive may conceive, make, develop or acquire during the period of his employment by the Group and any predecessor thereof (collectively, the "Developments"), are and shall remain the sole and exclusive property of the Group and the Executive hereby assigns to the Group all of his right, title and interest in all such Developments. The Executive shall promptly and fully disclose all future Developments to the Company's Board, and, at any time upon request and at the expense of the Company, shall execute, acknowledge and deliver to the Group all instruments that the Group shall prepare, give evidence, and take all other actions that are necessary or desirable in the reasonable opinion of the Company's counsel, to enable the Group to file and prosecute applications for and to acquire, maintain and enforce all letters patent, trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary. (e) The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to confidential information vital to the Group's business and that irreparable injury would be sustained by the Group in the event of his breach of any of the covenants contained in this Paragraph 8, which injury could not be remedied adequately by the recovery of damages in an action at law. Accordingly, the Executive agrees that, upon a breach or threatened breach by him of any of such covenants, the Company and, to the extent appropriate, any other member of the Group shall be entitled, in addition to and not in lieu of any and all other remedies, to an injunction to be issued by any court of competent jurisdiction restraining the commission or continuance of any such breach or threatened breach upon minimal 12 13 bond, with or without surety, and that such an injunction will not work an undue hardship on him. (f) The provisions of this Paragraph 8 shall survive the termination of this Agreement, irrespective of the reasons therefor. (g) If any court determines that any of the provisions of this Paragraph 8 is invalid or unenforceable, the remainder of such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Paragraph 8, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce such provision as so reduced or restricted. 9. REIMBURSEMENT OF BUSINESS EXPENSE. During the Employment Period, the Executive is authorized to incur reasonable business expenses in carrying out his duties and responsibilities under the Agreement, and the Company or the relevant member of the Group shall promptly reimburse him for all such reasonable business expenses incurred in connection with carrying out the business of such member of the Group, subject to documentation in accordance with such member of the Group's policy. 10. INDEMNIFICATION. To the fullest extent permitted by law and the Company's certificate of incorporation and by-laws, the Company shall promptly indemnify the Executive for all amounts (including, without limitation, judgments, fines, settlement payments, losses, damages, costs and expenses (including reasonable attorneys' fees)) incurred or paid by the Executive in connection with any action, proceeding, suit or investigation arising out of or relating to the performance by the Executive of services for (or acting as a fiduciary of any employee benefit plans, programs or arrangements of) the Company or other member of the Group, including as a director, officer or employee of the Company or other member of the Group. The Company also agrees to maintain a director's and officers' liability insurance policy covering the Executive to the extent the Company provides such coverage for its other executive officers. Notwithstanding any other provision of this Agreement, the provisions of this Paragraph 10 shall survive any termination or expiration of this Agreement. 13 14 11. MISCELLANEOUS. (a) This Agreement is intended to be performed in, and shall be construed and enforced in accordance with the laws of, the State of Kentucky without reference to principles of conflict of laws. (b) Upon the Effective Date, this Agreement shall incorporate the complete understanding and agreement between the parties with respect to the subject matter hereof and supersede any and all other prior or contemporaneous agreements, written or oral, between the Executive and any member of the Group or any predecessor thereof with respect to such subject matter (including the Employment Arrangement), other than the Change-in-Control Agreement, of even date herewith, between the Company and the Executive (the "Change-in-Control Agreement"); PROVIDED, HOWEVER, this Agreement shall not adversely affect the Executive's rights to the Option (as defined in the Employment Arrangement) or the Executive's rights to receive accrued amounts under the Employment Arrangement and no payment or benefit shall be made or provided hereunder if and to the extent such payment or benefit would be duplicative of a payment or benefit to which the Executive is then entitled under the Change-in-Control Agreement. No provision hereof may be modified or waived except by a written instrument duly executed by the Executive and the Company with the express approval of the Compensation Committee. (c) Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration conducted in Cincinnati, Ohio under the Commercial Arbitration Rules then prevailing of the American Arbitration Association and such submission shall request the American Arbitration Association to: (i) appoint an arbitrator experienced and knowledgeable concerning the matter then in dispute; (ii) require the testimony to be transcribed; (iii) require the award to be accompanied by findings of fact and a statement of reasons for the decision; and (iv) request the matter to be handled by and in accordance with the expedited procedures provided for in the Commercial Arbitration Rules. The determination of the arbitrators, which shall be based upon a de novo interpretation of this Agreement, shall be final and binding and judgment may be entered on the arbitrators' award in any court having jurisdiction. All costs of the American Arbitration Association and the arbitrator shall be borne by the Company, unless the position advanced by the Executive is determined by the arbitrator to be frivolous in nature. (d) The Executive acknowledges that before entering into this Agreement he has received a reasonable period of time to consider this Agreement and has had sufficient time and an opportunity to consult with any attorney or other advisor of his choice in connection with this Agreement and all matters contained herein, and that he has been advised to do so if he so chooses. The Executive further acknowledges that this Agreement and all terms hereof are fair, reasonable and are not 14 15 the result of any fraud, duress, coercion, pressure or undue influence exercised by the Company, that he has approved and entered into this Agreement and all of the terms hereof on his own free will, and that no promises or representations have been made to him by any person to induce him to enter into this Agreement other than the express terms set forth herein. (e) The Company shall be entitled to deduct and withhold from all compensation payable to the Executive pursuant to this Agreement all amounts required to be deducted and withheld therefrom pursuant to any present or future law, regulation or ordinance of the United States of America or any state or local jurisdiction therein or any foreign taxing jurisdiction. (f) Paragraph headings are included in this Agreement for convenience of reference only and shall not affect the interpretation of the text hereof. (g) Any and all notices, demands or other communications to be given or made hereunder shall be in writing and shall be deemed to have been fully given or made when personally delivered, or on the third business day after mailing from within the continental United States by registered mail, postage prepaid, addressed as follows: If to the Company: General Cable Corporation 4 Tesseneer Drive Highland Heights, KY 41076 Attention: General Counsel If to the Executive: 900 Adams Crossing Cincinnati, Ohio 45202 Either party may change the address to which any notices to it shall be sent by giving to the other party written notice of such change in conformity with the foregoing. (h) This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which together shall constitute one and the same instrument. (i) 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 15 16 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. (j) The Company shall be deemed to have performed its obligations to make payments or provide benefits to the Executive under this Agreement if it has caused a member of the Group to make such payments or provide such benefits. IN WITNESS WHEREOF, each of the Company and the Executive has executed this Agreement as of the 28th day of April, 2000. GENERAL CABLE CORPORATION By: /s/ Robert J. Siverd --------------------- ACCEPTED AND AGREED TO as of the date first written above By: /s/ Stephen Rabinowitz ---------------------- Stephen Rabinowitz 16 EX-10.34 4 EXHIBIT 10.34 1 Exhibit 10.34 EMPLOYMENT AGREEMENT -------------------- (Amended and Restated as of April 28, 2000) Agreement made and entered into this 28th day of April, 2000 (the "Effective Date"), by and between General Cable Corporation, a Delaware corporation (the "Company") and Gregory B. Kenny (the "Executive"). W I T N E S S E T H: ------------------- WHEREAS, the Executive and the Company are parties to an employment agreement effective as of October 18, 1999, which is currently in effect (the "Employment Arrangement"); and WHEREAS, effective upon the Effective Date it is intended that the Employment Arrangement be amended and restated as set forth herein; NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows: 1. TERM OF EMPLOYMENT. Commencing on the Effective Date, the Company shall employ the Executive, and the Executive shall continue employment and shall serve the Company, in such capacities, with such duties and authority, for such period, at such level of compensation and with such benefits, and upon such other terms and subject to such other conditions, as are hereinafter set forth. The term of the Executive's employment hereunder shall commence on the Effective Date and, unless previously terminated as provided herein, shall continue until the third anniversary of the Effective Date (the "Employment Period"); PROVIDED, HOWEVER, that commencing on the second anniversary of the Effective Date and each anniversary thereafter, the Employment Period shall automatically be extended for one additional year unless not later than one hundred twenty (120) days prior to such anniversary, the Company or the Executive shall have given written notice to the other not to extend the Employment Period. 2. CAPACITIES, DUTIES AND AUTHORITY. (a) Effective on the Effective Date and throughout the Employment Period, the Executive shall be entitled to serve as, President and Chief Operating Officer of the Company, GK Technologies, Incorporated, a New Jersey corporation ("GK"), BICC General Cable Industries, Inc., a Delaware corporation ("BICC General"), and such other affiliates of the Company, GK or BICC General as the Board of 2 Directors of the Company (the "Company's Board") shall request. The Company, GK, BICC General and such other affiliates are hereinafter referred to collectively as the "Group." (b) In his capacity as President and Chief Operating Officer of each of the members of the Group, the Executive shall have such authority, perform such duties, discharge such responsibilities and render such services as are customary to and consistent with such positions, subject to the authority and direction of the relevant board of directors. (c) The Executive shall render his services diligently, faithfully and to the best of his ability, devoting thereto his entire business time, energy and skills on an exclusive basis and, without the prior written consent of the Company's Board, the Executive shall not render services to or for the account of any person, firm or corporation other than a member of the Group. 3. COMPENSATION. (a) The Executive shall be paid a base salary during the Employment Period at the annual rate of Four Hundred Forty Thousand Dollars ($440,000), payable in accordance with the regular payroll practices of the Company. The Compensation Committee of the Company's Board (the "Compensation Committee") shall annually review the Executive's performance and determine, in its sole discretion, whether or not to increase the Executive's base salary and, if so, the amount of such increase. The Executive's base salary as in effect from time to time is hereinafter referred to as the "Base Salary." (b) The Executive shall be entitled to participate in the General Cable Corporation 1999 Incentive Bonus Program and any performance-based annual bonus program for senior executives of the Company for fiscal years after 1999 (a "Future Bonus Plan") on such terms and conditions as determined in the discretion of the Compensation Committee. For purposes of the obligations of the Company on termination of employment of the Executive, the target bonus amount under any Future Bonus Plan shall be not less than 120% of the Executive's Base Salary in effect in the year that employment is terminated. 4. EMPLOYEE BENEFIT PROGRAMS. (a) During the Employment Period, the Executive shall be entitled to vacation generally made available to executive personnel of the Group and to participate in and have the benefit of all group life, disability, hospital, surgical and major medical insurance plans and programs and other employee benefit plans and programs as generally are made available to executive personnel of the Group, as such 2 3 benefit plans or programs may be amended in the sole discretion of the Group members and with the concurrence of the Compensation Committee, from time to time. (b) During the Employment Period, the Executive shall be entitled to receive or participate in fringe benefit arrangements that provide automobile, club dues, tax services and financial planning in accordance with the terms and conditions of such arrangements as may be in effect from time to time. 5. STOCK OPTIONS The Company has adopted, and the stockholders of the Company have approved the adoption of, the General Cable Corporation Stock Incentive Plan (the "Stock Incentive Plan"). The Executive shall be eligible to receive grants under the Stock Incentive Plan during the Employment Period as determined by the Compensation Committee of the Company's Board in its sole discretion. 6. RESTRICTED STOCK AND OTHER STOCK AWARDS During the Employment Period, the Executive shall be eligible to receive grants of restricted stock and other stock awards ("Stock Awards") in such amounts and subject to such terms as determined by the Compensation Committee of the Company's Board in its sole discretion. 7. TERMINATION OF EMPLOYMENT. (a) The Executive's employment hereunder shall terminate: (i) upon the death of the Executive; (ii) upon the Disability of the Executive, which for the purposes of this Agreement shall mean his inability because of physical or mental illness or incapacity, whether partial or total, with or without accommodation, to perform his duties under this Agreement, as determined by the Company's Board, after review of such reports of physicians of recognized standing in the medical community in the Cincinnati, Ohio metropolitan area as the Company's Board (or a special committee thereof) selects, for a continuous period of at least four (4) months or for an aggregate of one hundred fifty (150) days within any twelve (12) month period; or (iii) at the option of the Company, exercisable by or upon the authority of the Company's Board and effective immediately upon the 3 4 giving by the Company to the Executive of written notice of such exercise, for "Cause," which, for purposes of this Agreement, shall mean: (A) the gross neglect or willful failure by the Executive to perform his duties and responsibilities in all material respects as set forth in Paragraph 2 hereof, after a written demand for substantial performance is delivered to the Executive by the Company's Board which demand specifically identifies the manner in which the Company's Board believes that the Executive has not so performed his duties; (B) any act of fraud by the Executive, whether relating to the Group or otherwise; (C) the conviction or entry into a plea of NOLO CONTENDERE by the Executive with respect to any felony or misdemeanor (other than a traffic offense which does not result in imprisonment); (D) the commission by the Executive of any willful or intentional act (including any violation of law) which materially injures the reputation or materially adversely affects the business or business relationships of the Group; 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 this Agreement, if such breach is not cured within 10 days after written notice thereof to the Executive by the Company's Board; For purposes of clauses (A), (D) and (E) of this definition, no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's act, or failure to act, was in the best interest of the Group. (iv) at the option of the Company, for a reason other than Disability or Cause, effective immediately upon the giving of written notice of such exercise; (v) at the option of the Executive, effective ten (10) business days after the giving of written notice of such exercise by the Executive to the Company (or such shorter period as the Company's Board may elect by giving written notice to the Executive), in the event that the Executive has Good Reason, which for purposes of this Agreement shall mean the 4 5 occurrence at any time of any of the following without the Executive's prior written consent: (A) removal from the position of President and Chief Operating Officer with respect to the Company or any of its significant subsidiaries (as defined in Regulation S-X under the Securities Exchange Act of 1934); (B) the assignment of duties or responsibilities materially inconsistent with those customarily associated with the positions held by the Executive or a diminution of the Executive's position, authority, duties or responsibilities (other than an isolated action that is not taken in bad faith and is remedied by the Company promptly after receipt of written notice thereof from the Executive); (C) except as provided in Paragraph 7(d), a reduction in the Executive's Base Salary payable pursuant to Paragraph 3(a) hereof or a material reduction in any other material benefit provided the Executive hereunder; or (D) notice by the Company, as set forth in Paragraph 1(a) hereof, not to extend the Employment Period; or (E) the failure by the Company to obtain an agreement from any successor to assume and agree to perform this Agreement; or (F) any willful failure or willful breach by the Company (not covered by any of clauses (A) through (E) above) of any of the material obligations of this Agreement, if such breach is not cured within 10 days after written notice thereof by the Executive to the Company's Board; For purposes of clause (F) of this definition, no act, or failure to act, on the Company's part shall be deemed "willful" unless done, or omitted to be done, by the Company not in good faith and without reasonable belief that the Company's act, or failure to act, was in the best interest of the Group. (vi) at the option of the Executive, for a reason other than Good Reason, effective upon 30 days of the giving of written notice of such exercise. (b) OBLIGATIONS OF THE COMPANY UPON TERMINATION OF EMPLOYMENT. 5 6 (i) DEATH. In the event of the Executive's death during the Employment Period, the Employment Period shall end as of the date of the Executive's death and his estate and/or beneficiaries, as the case may be, shall be entitled to the following, as soon as practicable following the date of Executive's death: (A) Base Salary earned but not paid prior to the date of his death; (B) payment for all accrued but unused vacation time up to the date of his death; (C) payment for any bonus deferred for any year prior to the year in which occurs the date of his death; (D) the 1999 Incentive Bonus or any bonus payable pursuant to any Future Bonus Plan, to the extent earned but not paid with respect to the year in which the Executive's death occurs; (E) a pro rata portion (based on the number of days worked) of the bonus payable under the 1999 Incentive Bonus Plan or any Future Bonus Plan in effect for the year in which the Executive's death occurs; PROVIDED, HOWEVER, that the performance goals established under the applicable program with respect to the entire year in which the Executive's death occurs are met; (F) immediate vesting of and lapsing of restrictions on all unvested Stock Awards held by the Executive on the date of his death; (G) immediate vesting of all Company stock options held by the Executive on the date of his death, with such options remaining exercisable for twelve months from the date of the Executive's death; and (H) such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company. (ii) DISABILITY. If the Executive's employment is terminated due to Disability during the Employment Period, either by the Company or by the Executive, the Employment Period shall end as of the date of the termination of the Executive's employment and the Executive shall be entitled to the following, as soon as practicable following the date of termination: 6 7 (A) Base Salary earned but not paid prior to the date of the termination of the Executive's employment; (B) payment for all accrued but unused vacation time up to the date of the termination of the Executive's employment; (C) payment for any bonus deferred for any year prior to the year in which occurs the date of the termination of the Executive's employment; (D) the 1999 Incentive Bonus or any bonus payable pursuant to any Future Bonus Plans, to the extent earned but not paid with respect to the year in which the Executive's termination of employment occurs; (E) a pro rata portion (based on the number of days worked) of the bonus payable under the 1999 Incentive Bonus Plan or any Future Bonus Plan in effect for the year in which the Executive's termination of employment occurs; PROVIDED, HOWEVER, that the performance goals established under the applicable program with respect to the entire year in which the Executive's termination of employment occurs are met; (F) immediate vesting of and lapsing of restrictions on all unvested Stock Awards held by the Executive on the date of his Disability; (G) immediate vesting of all Company stock options held by the Executive on the date of his Disability, with such options remaining exercisable for twelve months from the date of the Executive's Disability; and (H) such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company. (iii) CAUSE. If the Company terminates the Executive's employment for Cause, the Executive shall be entitled to the following, within 60 days following the date of termination: (A) Base Salary earned but not paid prior to the date of the termination of his employment; (B) payment for all accrued but unused vacation time up to the date of the termination of the Executive's employment; 7 8 (C) payment for any bonus deferred for any year prior to the year in which occurs the date of the termination of the Executive's employment; and (D) such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company. (iv) WITHOUT CAUSE OR WITH GOOD REASON. If the Executive's employment is terminated by the Company (other than for Cause or Disability) or if the Executive terminates his employment with Good Reason, the Employment Period shall end as of the effective date of termination and the Executive shall be entitled to the following, within 10 business days following the date of termination or such earlier date as may be required by law: (A) Base Salary earned but not paid prior to the date of the termination of his employment; (B) payment for all accrued but unused vacation time up to the date of the termination of the Executive's employment; (C) payment for any bonus deferred for any year prior to the year in which occurs the date of the termination of the Executive's employment; (D) the 1999 Incentive Bonus or any bonus payable pursuant to any Future Bonus Plan, to the extent earned but not paid with respect to the year in which the Executive's termination of employment occurs; (E) a lump sum amount equal to three times the sum of (x) the Base Salary (based on the Base Salary in effect on the date of the termination of the Executive's employment, and in the case of a termination of employment by the Executive for Good Reason due to a reduction in Base Salary under Paragraph 6(a)(v)(C), based on the Base Salary in effect immediately prior to such reduction) plus (y) the target annual bonus under the 1999 Incentive Bonus Plan or any Future Bonus Plan, as the case may be, for the year of termination; 8 9 (F) immediate vesting of and lapsing of restrictions on all unvested Stock Awards held by the Executive on the date of the termination of his employment; (G) immediate vesting of all Company stock options held by the Executive on the date of the termination of his employment, with all stock options remaining exercisable until their expiration pursuant to the Stock Incentive Plan; (H) continued participation, as if he were still an employee, in the Company's medical, dental, hospitalization and life insurance plans, programs and/or arrangements in which he was participating on the date of the termination of his employment on the same terms and conditions as other executives under such plans, programs and/or arrangements until the earlier of three years from the date of the Executive's termination or the date, or dates, he receives equivalent coverage and benefits under the plans, programs and/or arrangements of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); and (I) such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company (other than any severance payments payable under the terms of any benefit plan), including outplacement services consistent with the Company's then existing practice for senior executives or, if there is no such then existing practice, consistent with the Company's past practice for senior executives. (v) WITHOUT GOOD REASON. If the Executive's employment is terminated by the Executive without Good Reason, the Executive shall be entitled to the following, within 60 days following the date of termination or such earlier date as may be required by law: (A) Base Salary earned but not paid prior to the date of the termination of his employment; (B) payment for all accrued but unused vacation time up to the date of the termination of the Executive's employment; (C) payment for any bonus deferred for any year prior to the year in which occurs the date of the termination of the Executive's employment; 9 10 (D) such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company. (c) Any payment under Paragraph 7(b) hereof shall be in lieu of any other severance, bonus or other payments to which the Executive might then be entitled pursuant to this Agreement or any statutory or common law claim, subject, in each case, to the execution by the Executive and delivery to the Company of a customary release of all claims related to his employment or termination thereof in a form to be provided by the Company. The Company's obligations to make the payments under Paragraph 7(b) hereof, except in the case of a termination for Cause, shall not otherwise be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company or any member of the Group may have against the Executive. The Executive acknowledges and agrees that in the event the parties dispute whether the Executive shall be entitled to the payment hereunder, such payment shall not be deemed to be earned or otherwise vest hereunder until such time as the dispute is resolved in accordance with Paragraph 11(c) hereof. (d) Notwithstanding anything to the contrary herein, if the Company's Board has reason to believe that there are circumstances which, if substantiated, would constitute Cause as defined herein, the Company may suspend the Executive from employment without notice for such period of time as shall be reasonably necessary for the Company's Board to ascertain whether such circumstances are substantiated. During such suspension, the Executive shall continue to be paid all compensation and provided all benefits thereunder; PROVIDED, HOWEVER, that if the Executive has been indicted or otherwise formally charged by governmental authorities with any felony, the Company's Board may in its sole discretion, and without limiting the Company's President's discretion to terminate the Executive's employment for Cause, suspend the Executive without continuation of any compensation or benefits hereunder, pending final disposition of such criminal charge(s). Upon receiving notice of any such suspension, the Executive shall promptly leave the premises of the Company and remain off such premises and the premises of all other Group members until further notice from the Company's Board. 8. NEGATIVE COVENANTS OF THE EXECUTIVE. (a) During the Employment Period 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 Group to terminate his or her employment or engagement by the Group to become employed or engaged by any person, firm, corporation or other 10 11 business enterprise other than a member of the Group, except in furtherance of his responsibility during the Employment Period; or (ii) authorize or assist in the taking of such action by any third party. For purposes of this Paragraph 8(a), the terms "employee," "director," "officer," "associate," "consultant," "agent," and "independent contractor" shall 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. The Executive shall not be deemed to have violated the provisions of this Paragraph 8(a) by reason of an isolated act, or failure to act, not taken in bad faith. (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, 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 or distribution 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 1% of the combined voting power of the voting securities of such company. (c) During the Employment Period and thereafter without limit as to time, the Executive will not (other than in the regular course and in furtherance of the Group's business) divulge, furnish or make available to any person any knowledge or information with respect to the business or affairs of the Group which is confidential, including, without limitation, "know-how," trade secrets, customer and supplier lists, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition or disposition plans, new 11 12 personnel employment plans, methods of manufacture, technical processes, designs and design projects, inventions and research projects and financial budgets and forecasts of the Group except (1) information which at the time is available to others in the business or generally known to the public other than as a result of disclosure by the Executive not permitted hereunder, and (2) when required to do so by a court of competent jurisdiction, by any governmental agency or by any administrative body or legislative body (including a committee thereof) with purported or apparent jurisdiction to order the Executive to divulge, disclose or make accessible such information. All memoranda, notes, lists, records, electronically stored data, recordings or videotapes and other documents (and all copies thereof) made or compiled by the Executive or made available to the Executive (whether during his employment by the Group or by any predecessor thereof) concerning the business of the Group or any predecessor thereof shall be the property of the Company or such other member of the Group and shall be delivered to the Company or such other member of the Group promptly upon the termination of the Employment Period. (d) The Executive acknowledges that all developments, including, without limitation, inventions, patentable or otherwise, trade secrets, discoveries, improvements, ideas and writings that alone or jointly with others the Executive may conceive, make, develop or acquire during the period of his employment by the Group and any predecessor thereof (collectively, the "Developments"), are and shall remain the sole and exclusive property of the Group and the Executive hereby assigns to the Group all of his right, title and interest in all such Developments. The Executive shall promptly and fully disclose all future Developments to the Company's Board, and, at any time upon request and at the expense of the Company, shall execute, acknowledge and deliver to the Group all instruments that the Group shall prepare, give evidence, and take all other actions that are necessary or desirable in the reasonable opinion of the Company's counsel, to enable the Group to file and prosecute applications for and to acquire, maintain and enforce all letters patent, trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary. (e) The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to confidential information vital to the Group's business and that irreparable injury would be sustained by the Group in the event of his breach of any of the covenants contained in this Paragraph 8, which injury could not be remedied adequately by the recovery of damages in an action at law. Accordingly, the Executive agrees that, upon a breach or threatened breach by him of any of such covenants, the Company and, to the extent appropriate, any other member of the Group shall be entitled, in addition to and not in lieu of any and all other remedies, to an injunction to be issued by any court of competent jurisdiction restraining the commission or continuance of any such breach or threatened breach upon minimal 12 13 bond, with or without surety, and that such an injunction will not work an undue hardship on him. (f) The provisions of this Paragraph 8 shall survive the termination of this Agreement, irrespective of the reasons therefor. (g) If any court determines that any of the provisions of this Paragraph 8 is invalid or unenforceable, the remainder of such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Paragraph 8, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce such provision as so reduced or restricted. 9. REIMBURSEMENT OF BUSINESS EXPENSE. During the Employment Period, the Executive is authorized to incur reasonable business expenses in carrying out his duties and responsibilities under the Agreement, and the Company or the relevant member of the Group shall promptly reimburse him for all such reasonable business expenses incurred in connection with carrying out the business of such member of the Group, subject to documentation in accordance with such member of the Group's policy. 10. INDEMNIFICATION. To the fullest extent permitted by law and the Company's certificate of incorporation and by-laws, the Company shall promptly indemnify the Executive for all amounts (including, without limitation, judgments, fines, settlement payments, losses, damages, costs and expenses (including reasonable attorneys' fees)) incurred or paid by the Executive in connection with any action, proceeding, suit or investigation arising out of or relating to the performance by the Executive of services for (or acting as a fiduciary of any employee benefit plans, programs or arrangements of) the Company or other member of the Group, including as a director, officer or employee of the Company or other member of the Group. The Company also agrees to maintain a director's and officers' liability insurance policy covering the Executive to the extent the Company provides such coverage for its other executive officers. Notwithstanding any other provision of this Agreement, the provisions of this Paragraph 10 shall survive any termination or expiration of this Agreement. 13 14 11. MISCELLANEOUS. (a) This Agreement is intended to be performed in, and shall be construed and enforced in accordance with the laws of, the State of Kentucky without reference to principles of conflict of laws. (b) Upon the Effective Date, this Agreement shall incorporate the complete understanding and agreement between the parties with respect to the subject matter hereof and supersede any and all other prior or contemporaneous agreements, written or oral, between the Executive and any member of the Group or any predecessor thereof with respect to such subject matter (including the Employment Arrangement), other than the Change-in-Control Agreement, of even date herewith, between the Company and the Executive (the "Change-in-Control Agreement"); PROVIDED, HOWEVER, this Agreement shall not adversely affect the Executive's rights to the Option (as defined in the Employment Arrangement) or the Executive's rights to receive accrued amounts under the Employment Arrangement and no payment or benefit shall be made or provided hereunder if and to the extent such payment or benefit would be duplicative of a payment or benefit to which the Executive is then entitled under the Change-in-Control Agreement. No provision hereof may be modified or waived except by a written instrument duly executed by the Executive and the Company with the express approval of the Compensation Committee. (c) Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration conducted in Cincinnati, Ohio under the Commercial Arbitration Rules then prevailing of the American Arbitration Association and such submission shall request the American Arbitration Association to: (i) appoint an arbitrator experienced and knowledgeable concerning the matter then in dispute; (ii) require the testimony to be transcribed; (iii) require the award to be accompanied by findings of fact and a statement of reasons for the decision; and (iv) request the matter to be handled by and in accordance with the expedited procedures provided for in the Commercial Arbitration Rules. The determination of the arbitrators, which shall be based upon a de novo interpretation of this Agreement, shall be final and binding and judgment may be entered on the arbitrators' award in any court having jurisdiction. All costs of the American Arbitration Association and the arbitrator shall be borne by the Company, unless the position advanced by the Executive is determined by the arbitrator to be frivolous in nature. (d) The Executive acknowledges that before entering into this Agreement he has received a reasonable period of time to consider this Agreement and has had sufficient time and an opportunity to consult with any attorney or other advisor of his choice in connection with this Agreement and all matters contained herein, and that he has been advised to do so if he so chooses. The Executive further acknowledges that this Agreement and all terms hereof are fair, reasonable and are not 14 15 the result of any fraud, duress, coercion, pressure or undue influence exercised by the Company, that he has approved and entered into this Agreement and all of the terms hereof on his own free will, and that no promises or representations have been made to him by any person to induce him to enter into this Agreement other than the express terms set forth herein. (e) The Company shall be entitled to deduct and withhold from all compensation payable to the Executive pursuant to this Agreement all amounts required to be deducted and withheld therefrom pursuant to any present or future law, regulation or ordinance of the United States of America or any state or local jurisdiction therein or any foreign taxing jurisdiction. (f) Paragraph headings are included in this Agreement for convenience of reference only and shall not affect the interpretation of the text hereof. (g) Any and all notices, demands or other communications to be given or made hereunder shall be in writing and shall be deemed to have been fully given or made when personally delivered, or on the third business day after mailing from within the continental United States by registered mail, postage prepaid, addressed as follows: If to the Company: General Cable Corporation 4 Tesseneer Drive Highland Heights, KY 41076 Attention: General Counsel If to the Executive: 7756 Tecumseh Trail Cincinnati, Ohio 45243 Either party may change the address to which any notices to it shall be sent by giving to the other party written notice of such change in conformity with the foregoing. (h) This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which together shall constitute one and the same instrument. (i) 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 15 16 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. (j) The Company shall be deemed to have performed its obligations to make payments or provide benefits to the Executive under this Agreement if it has caused a member of the Group to make such payments or provide such benefits. IN WITNESS WHEREOF, each of the Company and the Executive has executed this Agreement as of the 28th day of April, 2000. GENERAL CABLE CORPORATION By: /s/ Robert J. Siverd ------------------------------- ACCEPTED AND AGREED TO as of the date first written above By: /s/ Gregory B. Kenny -------------------------- Gregory B. Kenny 16 EX-10.35 5 EXHIBIT 10.35 1 Exhibit 10.35 EMPLOYMENT AGREEMENT -------------------- (Amended and Restated as of April 28, 2000) Agreement made and entered into this 28th day of April, 2000 (the "Effective Date"), by and between General Cable Corporation, a Delaware corporation (the "Company") and Christopher F. Virgulak (the "Executive"). W I T N E S S E T H: ------------------- WHEREAS, the Executive and the Company are parties to an employment agreement effective as of October 18, 1999, which is currently in effect (the "Employment Arrangement"); and WHEREAS, effective upon the Effective Date it is intended that the Employment Arrangement be amended and restated as set forth herein; NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows: 1. TERM OF EMPLOYMENT. Commencing on the Effective Date, the Company shall employ the Executive, and the Executive shall continue employment and shall serve the Company, in such capacities, with such duties and authority, for such period, at such level of compensation and with such benefits, and upon such other terms and subject to such other conditions, as are hereinafter set forth. The term of the Executive's employment hereunder shall commence on the Effective Date and, unless previously terminated as provided herein, shall continue until the third anniversary of the Effective Date (the "Employment Period"); PROVIDED, HOWEVER, that commencing on the second anniversary of the Effective Date and each anniversary thereafter, the Employment Period shall automatically be extended for one additional year unless not later than one hundred twenty (120) days prior to such anniversary, the Company or the Executive shall have given written notice to the other not to extend the Employment Period. 2. CAPACITIES, DUTIES AND AUTHORITY. (a) Effective on the Effective Date and throughout the Employment Period, the Executive shall be entitled to serve as, Executive Vice President and Chief Financial Officer of the Company, GK Technologies, Incorporated, a New Jersey corporation ("GK"), BICC General Cable Industries, Inc., a Delaware corporation ("BICC General"), and such other affiliates of the Company, GK or BICC General as the Board 2 of Directors of the Company (the "Company's Board") shall request. The Company, GK, BICC General and such other affiliates are hereinafter referred to collectively as the "Group." (b) In his capacity as Executive Vice President and Chief Financial Officer of each of the members of the Group, the Executive shall have such authority, perform such duties, discharge such responsibilities and render such services as are customary to and consistent with such positions, subject to the authority and direction of the relevant board of directors. (c) The Executive shall render his services diligently, faithfully and to the best of his ability, devoting thereto his entire business time, energy and skills on an exclusive basis and, without the prior written consent of the Company's Chief Executive Officer, the Executive shall not render services to or for the account of any person, firm or corporation other than a member of the Group. 3. COMPENSATION. (a) The Executive shall be paid a base salary during the Employment Period at the annual rate of Two Hundred Fifty Thousand Dollars ($250,000), payable in accordance with the regular payroll practices of the Company. The Compensation Committee of the Company's Board (the "Compensation Committee") shall annually review the Executive's performance and determine, in its sole discretion, whether or not to increase the Executive's base salary and, if so, the amount of such increase. The Executive's base salary as in effect from time to time is hereinafter referred to as the "Base Salary." (b) The Executive shall be entitled to participate in the General Cable Corporation 1999 Incentive Bonus Program and any performance-based annual bonus program for senior executives of the Company for fiscal years after 1999 (a "Future Bonus Plan") on such terms and conditions as determined in the discretion of the Compensation Committee. For purposes of the obligations of the Company on termination of employment of the Executive, the target bonus amount under any Future Bonus Plan shall be not less than 97% of the Executive's Base Salary in effect in the year that employment is terminated. 4. EMPLOYEE BENEFIT PROGRAMS. (a) During the Employment Period, the Executive shall be entitled to vacation generally made available to executive personnel of the Group and to participate in and have the benefit of all group life, disability, hospital, surgical and major medical insurance plans and programs and other employee benefit plans and programs as generally are made available to executive personnel of the Group, as such 2 3 benefit plans or programs may be amended in the sole discretion of the Group members and with the concurrence of the Compensation Committee, from time to time. (b) During the Employment Period, the Executive shall be entitled to receive or participate in fringe benefit arrangements that provide tax services and financial planning in accordance with the terms and conditions of such arrangements as may be in effect from time to time. 5. STOCK OPTIONS The Company has adopted, and the stockholders of the Company have approved the adoption of, the General Cable Corporation Stock Incentive Plan (the "Stock Incentive Plan"). The Executive shall be eligible to receive grants under the Stock Incentive Plan during the Employment Period as determined by the Compensation Committee of the Company's Board in its sole discretion. 6. RESTRICTED STOCK AND OTHER STOCK AWARDS During the Employment Period, the Executive shall be eligible to receive grants of restricted stock and other stock awards ("Stock Awards") in such amounts and subject to such terms as determined by the Compensation Committee of the Company's Board in its sole discretion. 7. TERMINATION OF EMPLOYMENT. (a) The Executive's employment hereunder shall terminate: (i) upon the death of the Executive; (ii) upon the Disability of the Executive, which for the purposes of this Agreement shall mean his inability because of physical or mental illness or incapacity, whether partial or total, with or without accommodation, to perform his duties under this Agreement, as determined by the Company's Board, after review of such reports of physicians of recognized standing in the medical community in the Cincinnati, Ohio metropolitan area as the Company's Board (or a special committee thereof) selects, for a continuous period of at least four (4) months or for an aggregate of one hundred fifty (150) days within any twelve (12) month period; or (iii) at the option of the Company, exercisable by or upon the authority of the Company's Chief Executive Officer and effective immediately upon the giving by the Company to the Executive of written 3 4 notice of such exercise, for "Cause," which, for purposes of this Agreement, shall mean: (A) the gross neglect or willful failure by the Executive to perform his duties and responsibilities in all material respects as set forth in Paragraph 2 hereof, after a written demand for substantial performance is delivered to the Executive by the Company's Chief Executive Officer, which demand specifically identifies the manner in which the Company's Chief Executive Officer believes that the Executive has not so performed his duties; (B) any act of fraud by the Executive, whether relating to the Group or otherwise; (C) the conviction or entry into a plea of NOLO CONTENDERE by the Executive with respect to any felony or misdemeanor (other than a traffic offense which does not result in imprisonment); (D) the commission by the Executive of any willful or intentional act (including any violation of law) which materially injures the reputation or materially adversely affects the business or business relationships of the Group; 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 this Agreement, if such breach is not cured within 10 days after written notice thereof to the Executive by the Company's Chief Executive Officer; For purposes of clauses (A), (D) and (E) of this definition, no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's act, or failure to act, was in the best interest of the Group. (iv) at the option of the Company, for a reason other than Disability or Cause, effective immediately upon the giving of written notice of such exercise; (v) at the option of the Executive, effective ten (10) business days after the giving of written notice of such exercise by the Executive to the Company (or such shorter period as the Company's Chief Executive Officer may elect by giving written notice to the Executive), in the event that the Executive has Good Reason, which for purposes of this 4 5 Agreement shall mean the occurrence at any time of any of the following without the Executive's prior written consent: (A) removal from the position of Executive Vice President and Chief Financial Officer with respect to the Company or any of its significant subsidiaries (as defined in Regulation S-X under the Securities Exchange Act of 1934); (B) the assignment of duties or responsibilities materially inconsistent with those customarily associated with the positions held by the Executive or a diminution of the Executive's position, authority, duties or responsibilities (other than an isolated action that is not taken in bad faith and is remedied by the Company promptly after receipt of written notice thereof from the Executive); (C) except as provided in Paragraph 7(d), a reduction in the Executive's Base Salary payable pursuant to Paragraph 3(a) hereof or a material reduction in any other material benefit provided the Executive hereunder; or (D) notice by the Company, as set forth in Paragraph 1(a) hereof, not to extend the Employment Period; or (E) the failure by the Company to obtain an agreement from any successor to assume and agree to perform this Agreement; or (F) any willful failure or willful breach by the Company (not covered by any of clauses (A) through (E) above) of any of the material obligations of this Agreement, if such breach is not cured within 10 days after written notice thereof by the Executive to the Company's Chief Executive Officer; For purposes of clause (F) of this definition, no act, or failure to act, on the Company's part shall be deemed "willful" unless done, or omitted to be done, by the Company not in good faith and without reasonable belief that the Company's act, or failure to act, was in the best interest of the Group. (vi) at the option of the Executive, for a reason other than Good Reason, effective upon 30 days of the giving of written notice of such exercise. (b) OBLIGATIONS OF THE COMPANY UPON TERMINATION OF EMPLOYMENT. 5 6 (i) DEATH. In the event of the Executive's death during the Employment Period, the Employment Period shall end as of the date of the Executive's death and his estate and/or beneficiaries, as the case may be, shall be entitled to the following, as soon as practicable following the date of Executive's death: (A) Base Salary earned but not paid prior to the date of his death; (B) payment for all accrued but unused vacation time up to the date of his death; (C) payment for any bonus deferred for any year prior to the year in which occurs the date of his death; (D) the 1999 Incentive Bonus or any bonus payable pursuant to any Future Bonus Plan, to the extent earned but not paid with respect to the year in which the Executive's death occurs; (E) a pro rata portion (based on the number of days worked) of the bonus payable under the 1999 Incentive Bonus Plan or any Future Bonus Plan in effect for the year in which the Executive's death occurs; PROVIDED, HOWEVER, that the performance goals established under the applicable program with respect to the entire year in which the Executive's death occurs are met; (F) immediate vesting of and lapsing of restrictions on all unvested Stock Awards held by the Executive on the date of his death; (G) immediate vesting of all Company stock options held by the Executive on the date of his death, with such options remaining exercisable for twelve months from the date of the Executive's death; and (H) such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company. (ii) DISABILITY. If the Executive's employment is terminated due to Disability during the Employment Period, either by the Company or by the Executive, the Employment Period shall end as of the date of the termination of the Executive's employment and the Executive shall be entitled to the following, as soon as practicable following the date of termination: 6 7 (A) Base Salary earned but not paid prior to the date of the termination of the Executive's employment; (B) payment for all accrued but unused vacation time up to the date of the termination of the Executive's employment; (C) payment for any bonus deferred for any year prior to the year in which occurs the date of the termination of the Executive's employment; (D) the 1999 Incentive Bonus or any bonus payable pursuant to any Future Bonus Plans, to the extent earned but not paid with respect to the year in which the Executive's termination of employment occurs; (E) a pro rata portion (based on the number of days worked) of the bonus payable under the 1999 Incentive Bonus Plan or any Future Bonus Plan in effect for the year in which the Executive's termination of employment occurs; PROVIDED, HOWEVER, that the performance goals established under the applicable program with respect to the entire year in which the Executive's termination of employment occurs are met; (F) immediate vesting of and lapsing of restrictions on all unvested Stock Awards held by the Executive on the date of his Disability; (G) immediate vesting of all Company stock options held by the Executive on the date of his Disability, with such options remaining exercisable for twelve months from the date of the Executive's Disability; and (H) such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company. (iii) CAUSE. If the Company terminates the Executive's employment for Cause, the Executive shall be entitled to the following, within 60 days following the date of termination: (A) Base Salary earned but not paid prior to the date of the termination of his employment; (B) payment for all accrued but unused vacation time up to the date of the termination of the Executive's employment; 7 8 (C) payment for any bonus deferred for any year prior to the year in which occurs the date of the termination of the Executive's employment; and (D) such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company. (iv) WITHOUT CAUSE OR WITH GOOD REASON. If the Executive's employment is terminated by the Company (other than for Cause or Disability) or if the Executive terminates his employment with Good Reason, the Employment Period shall end as of the effective date of termination and the Executive shall be entitled to the following, within 10 business days following the date of termination or such earlier date as may be required by law: (A) Base Salary earned but not paid prior to the date of the termination of his employment; (B) payment for all accrued but unused vacation time up to the date of the termination of the Executive's employment; (C) payment for any bonus deferred for any year prior to the year in which occurs the date of the termination of the Executive's employment; (D) the 1999 Incentive Bonus or any bonus payable pursuant to any Future Bonus Plan, to the extent earned but not paid with respect to the year in which the Executive's termination of employment occurs; (E) a lump sum amount equal to two times the sum of (x) the Base Salary (based on the Base Salary in effect on the date of the termination of the Executive's employment, and in the case of a termination of employment by the Executive for Good Reason due to a reduction in Base Salary under Paragraph 6(a)(v)(C), based on the Base Salary in effect immediately prior to such reduction) plus (y) the target annual bonus under the 1999 Incentive Bonus Plan or any Future Bonus Plan, as the case may be, for the year of termination; 8 9 (F) immediate vesting of and lapsing of restrictions on all unvested Stock Awards held by the Executive on the date of the termination of his employment; (G) immediate vesting of all Company stock options held by the Executive on the date of the termination of his employment, with all stock options remaining exercisable until their expiration pursuant to the Stock Incentive Plan; (H) continued participation, as if he were still an employee, in the Company's medical, dental, hospitalization and life insurance plans, programs and/or arrangements in which he was participating on the date of the termination of his employment on the same terms and conditions as other executives under such plans, programs and/or arrangements until the earlier of two years from the date of the Executive's termination or the date, or dates, he receives equivalent coverage and benefits under the plans, programs and/or arrangements of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); and (I) such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company (other than any severance payments payable under the terms of any benefit plan), including outplacement services consistent with the Company's then existing practice for senior executives or, if there is no such then existing practice, consistent with the Company's past practice for senior executives. (v) WITHOUT GOOD REASON. If the Executive's employment is terminated by the Executive without Good Reason, the Executive shall be entitled to the following, within 60 days following the date of termination or such earlier date as may be required by law: (A) Base Salary earned but not paid prior to the date of the termination of his employment; (B) payment for all accrued but unused vacation time up to the date of the termination of the Executive's employment; (C) payment for any bonus deferred for any year prior to the year in which occurs the date of the termination of the Executive's employment; 9 10 (D) such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company. (c) Any payment under Paragraph 7(b) hereof shall be in lieu of any other severance, bonus or other payments to which the Executive might then be entitled pursuant to this Agreement or any statutory or common law claim, subject, in each case, to the execution by the Executive and delivery to the Company of a customary release of all claims related to his employment or termination thereof in a form to be provided by the Company. The Company's obligations to make the payments under Paragraph 7(b) hereof, except in the case of a termination for Cause, shall not otherwise be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company or any member of the Group may have against the Executive. The Executive acknowledges and agrees that in the event the parties dispute whether the Executive shall be entitled to the payment hereunder, such payment shall not be deemed to be earned or otherwise vest hereunder until such time as the dispute is resolved in accordance with Paragraph 11(c) hereof. (d) Notwithstanding anything to the contrary herein, if the Company's Chief Executive Officer has reason to believe that there are circumstances which, if substantiated, would constitute Cause as defined herein, the Company may suspend the Executive from employment without notice for such period of time as shall be reasonably necessary for the Company's Chief Executive Officer to ascertain whether such circumstances are substantiated. During such suspension, the Executive shall continue to be paid all compensation and provided all benefits hereunder; PROVIDED, HOWEVER, that if the Executive has been indicted or otherwise formally charged by governmental authorities with any felony, the Company's Chief Executive Officer may in its sole discretion, and without limiting the Company's President's discretion to terminate the Executive's employment for Cause, suspend the Executive without continuation of any compensation or benefits hereunder, pending final disposition of such criminal charge(s). Upon receiving notice of any such suspension, the Executive shall promptly leave the premises of the Company and remain off such premises and the premises of all other Group members until further notice from the Company's Chief Executive Officer. 8. NEGATIVE COVENANTS OF THE EXECUTIVE. (a) During the Employment Period and for a period of one and a 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 Group to terminate his or her employment or engagement by the Group to 10 11 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 (ii) authorize or assist in the taking of such action by any third party. For purposes of this Paragraph 8(a), the terms "employee," "director," "officer," "associate," "consultant," "agent," and "independent contractor" shall 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 a half (1.5) years following the Executive's termination of employment. The Executive shall not be deemed to have violated the provisions of this Paragraph 8(a) by reason of an isolated act, or failure to act, not taken in bad faith. (b) During the Employment Period and for a period of one and a 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 or distribution 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 1% of the combined voting power of the voting securities of such company. (c) During the Employment Period and thereafter without limit as to time, the Executive will not (other than in the regular course and in furtherance of the Group's business) divulge, furnish or make available to any person any knowledge or information with respect to the business or affairs of the Group which is confidential, including, without limitation, "know-how," trade secrets, customer and supplier lists, 11 12 pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition or disposition plans, new personnel employment plans, methods of manufacture, technical processes, designs and design projects, inventions and research projects and financial budgets and forecasts of the Group except (1) information which at the time is available to others in the business or generally known to the public other than as a result of disclosure by the Executive not permitted hereunder, and (2) when required to do so by a court of competent jurisdiction, by any governmental agency or by any administrative body or legislative body (including a committee thereof) with purported or apparent jurisdiction to order the Executive to divulge, disclose or make accessible such information. All memoranda, notes, lists, records, electronically stored data, recordings or videotapes and other documents (and all copies thereof) made or compiled by the Executive or made available to the Executive (whether during his employment by the Group or by any predecessor thereof) concerning the business of the Group or any predecessor thereof shall be the property of the Company or such other member of the Group and shall be delivered to the Company or such other member of the Group promptly upon the termination of the Employment Period. (d) The Executive acknowledges that all developments, including, without limitation, inventions, patentable or otherwise, trade secrets, discoveries, improvements, ideas and writings that alone or jointly with others the Executive may conceive, make, develop or acquire during the period of his employment by the Group and any predecessor thereof (collectively, the "Developments"), are and shall remain the sole and exclusive property of the Group and the Executive hereby assigns to the Group all of his right, title and interest in all such Developments. The Executive shall promptly and fully disclose all future Developments to the Company's Board, and, at any time upon request and at the expense of the Company, shall execute, acknowledge and deliver to the Group all instruments that the Group shall prepare, give evidence, and take all other actions that are necessary or desirable in the reasonable opinion of the Company's counsel, to enable the Group to file and prosecute applications for and to acquire, maintain and enforce all letters patent, trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary. (e) The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to confidential information vital to the Group's business and that irreparable injury would be sustained by the Group in the event of his breach of any of the covenants contained in this Paragraph 8, which injury could not be remedied adequately by the recovery of damages in an action at law. Accordingly, the Executive agrees that, upon a breach or threatened breach by him of any of such covenants, the Company and, to the extent appropriate, any other member of the Group shall be entitled, in addition to and not in lieu of any and all other remedies, to an injunction to be issued by any court of competent jurisdiction restraining 12 13 the commission or continuance of any such breach or threatened breach upon minimal bond, with or without surety, and that such an injunction will not work an undue hardship on him. (f) The provisions of this Paragraph 8 shall survive the termination of this Agreement, irrespective of the reasons therefor. (g) If any court determines that any of the provisions of this Paragraph 8 is invalid or unenforceable, the remainder of such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Paragraph 8, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce such provision as so reduced or restricted. 9. REIMBURSEMENT OF BUSINESS EXPENSE. During the Employment Period, the Executive is authorized to incur reasonable business expenses in carrying out his duties and responsibilities under the Agreement, and the Company or the relevant member of the Group shall promptly reimburse him for all such reasonable business expenses incurred in connection with carrying out the business of such member of the Group, subject to documentation in accordance with such member of the Group's policy. 10. INDEMNIFICATION. To the fullest extent permitted by law and the Company's certificate of incorporation and by-laws, the Company shall promptly indemnify the Executive for all amounts (including, without limitation, judgments, fines, settlement payments, losses, damages, costs and expenses (including reasonable attorneys' fees)) incurred or paid by the Executive in connection with any action, proceeding, suit or investigation arising out of or relating to the performance by the Executive of services for (or acting as a fiduciary of any employee benefit plans, programs or arrangements of) the Company or other member of the Group, including as a director, officer or employee of the Company or other member of the Group. The Company also agrees to maintain a director's and officers' liability insurance policy covering the Executive to the extent the Company provides such coverage for its other executive officers. Notwithstanding any other provision of this Agreement, the provisions of this Paragraph 10 shall survive any termination or expiration of this Agreement. 13 14 11. MISCELLANEOUS. (a) This Agreement is intended to be performed in, and shall be construed and enforced in accordance with the laws of, the State of Kentucky without reference to principles of conflict of laws. (b) Upon the Effective Date, this Agreement shall incorporate the complete understanding and agreement between the parties with respect to the subject matter hereof and supersede any and all other prior or contemporaneous agreements, written or oral, between the Executive and any member of the Group or any predecessor thereof with respect to such subject matter (including the Employment Arrangement), other than the Change-in-Control Agreement, of even date herewith, between the Company and the Executive (the "Change-in-Control Agreement"); PROVIDED, HOWEVER, this Agreement shall not adversely affect the Executive's rights to the Option (as defined in the Employment Arrangement) or the Executive's rights to receive accrued amounts under the Employment Arrangement and no payment or benefit shall be made or provided hereunder if and to the extent such payment or benefit would be duplicative of a payment or benefit to which the Executive is then entitled under the Change-in-Control Agreement. No provision hereof may be modified or waived except by a written instrument duly executed by the Executive and the Company with the express approval of the Compensation Committee. (c) Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration conducted in Cincinnati, Ohio under the Commercial Arbitration Rules then prevailing of the American Arbitration Association and such submission shall request the American Arbitration Association to: (i) appoint an arbitrator experienced and knowledgeable concerning the matter then in dispute; (ii) require the testimony to be transcribed; (iii) require the award to be accompanied by findings of fact and a statement of reasons for the decision; and (iv) request the matter to be handled by and in accordance with the expedited procedures provided for in the Commercial Arbitration Rules. The determination of the arbitrators, which shall be based upon a de novo interpretation of this Agreement, shall be final and binding and judgment may be entered on the arbitrators' award in any court having jurisdiction. All costs of the American Arbitration Association and the arbitrator shall be borne by the Company, unless the position advanced by the Executive is determined by the arbitrator to be frivolous in nature. (d) The Executive acknowledges that before entering into this Agreement he has received a reasonable period of time to consider this Agreement and has had sufficient time and an opportunity to consult with any attorney or other advisor of his choice in connection with this Agreement and all matters contained herein, and that he has been advised to do so if he so chooses. The Executive further acknowledges that this Agreement and all terms hereof are fair, reasonable and are not 14 15 the result of any fraud, duress, coercion, pressure or undue influence exercised by the Company, that he has approved and entered into this Agreement and all of the terms hereof on his own free will, and that no promises or representations have been made to him by any person to induce him to enter into this Agreement other than the express terms set forth herein. (e) The Company shall be entitled to deduct and withhold from all compensation payable to the Executive pursuant to this Agreement all amounts required to be deducted and withheld therefrom pursuant to any present or future law, regulation or ordinance of the United States of America or any state or local jurisdiction therein or any foreign taxing jurisdiction. (f) Paragraph headings are included in this Agreement for convenience of reference only and shall not affect the interpretation of the text hereof. (g) Any and all notices, demands or other communications to be given or made hereunder shall be in writing and shall be deemed to have been fully given or made when personally delivered, or on the third business day after mailing from within the continental United States by registered mail, postage prepaid, addressed as follows: If to the Company: General Cable Corporation 4 Tesseneer Drive Highland Heights, KY 41076 Attention: General Counsel If to the Executive: 8124 Starting Gate Lane Cincinnati, Ohio 45249 Either party may change the address to which any notices to it shall be sent by giving to the other party written notice of such change in conformity with the foregoing. (h) This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which together shall constitute one and the same instrument. (i) 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 15 16 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. (j) The Company shall be deemed to have performed its obligations to make payments or provide benefits to the Executive under this Agreement if it has caused a member of the Group to make such payments or provide such benefits. IN WITNESS WHEREOF, each of the Company and the Executive has executed this Agreement as of the 28th day of April, 2000. GENERAL CABLE CORPORATION By: /s/ Robert J. Siverd ACCEPTED AND AGREED TO as of the date first written above By: /s/ Christopher F. Virgulak ------------------------------- Christopher F. Virgulak 16 EX-10.36 6 EXHIBIT 10.36 1 Exhibit 10.36 EMPLOYMENT AGREEMENT -------------------- (Amended and Restated as of April 28, 2000) Agreement made and entered into this 28th day of April, 2000 (the "Effective Date"), by and between General Cable Corporation, a Delaware corporation (the "Company") and Robert J. Siverd (the "Executive"). W I T N E S S E T H: ------------------- WHEREAS, the Executive and the Company are parties to an employment agreement effective as of October 18, 1999, which is currently in effect (the "Employment Arrangement"); and WHEREAS, effective upon the Effective Date it is intended that the Employment Arrangement be amended and restated as set forth herein; NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows: 1. TERM OF EMPLOYMENT. Commencing on the Effective Date, the Company shall employ the Executive, and the Executive shall continue employment and shall serve the Company, in such capacities, with such duties and authority, for such period, at such level of compensation and with such benefits, and upon such other terms and subject to such other conditions, as are hereinafter set forth. The term of the Executive's employment hereunder shall commence on the Effective Date and, unless previously terminated as provided herein, shall continue until the third anniversary of the Effective Date (the "Employment Period"); PROVIDED, HOWEVER, that commencing on the second anniversary of the Effective Date and each anniversary thereafter, the Employment Period shall automatically be extended for one additional year unless not later than one hundred twenty (120) days prior to such anniversary, the Company or the Executive shall have given written notice to the other not to extend the Employment Period. 2. CAPACITIES, DUTIES AND AUTHORITY. (a) Effective on the Effective Date and throughout the Employment Period, the Executive shall be entitled to serve as, Executive Vice President, General Counsel and Secretary of the Company, GK Technologies, Incorporated, a New Jersey 2 corporation ("GK"), BICC General Cable Industries, Inc., a Delaware corporation ("BICC General"), and such other affiliates of the Company, GK or BICC General as the Board of Directors of the Company (the "Company's Board") shall request. The Company, GK, BICC General and such other affiliates are hereinafter referred to collectively as the "Group." (b) In his capacity as Executive Vice President, General Counsel and Secretary of each of the members of the Group, the Executive shall have such authority, perform such duties, discharge such responsibilities and render such services as are customary to and consistent with such positions, subject to the authority and direction of the relevant board of directors. (c) The Executive shall render his services diligently, faithfully and to the best of his ability, devoting thereto his entire business time, energy and skills on an exclusive basis and, without the prior written consent of the Company's Chief Executive Officer, the Executive shall not render services to or for the account of any person, firm or corporation other than a member of the Group. 3. COMPENSATION. (a) The Executive shall be paid a base salary during the Employment Period at the annual rate of Two Hundred Fifty-Three Thousand Five Hundred Dollars ($253,500), payable in accordance with the regular payroll practices of the Company. The Compensation Committee of the Company's Board (the "Compensation Committee") shall annually review the Executive's performance and determine, in its sole discretion, whether or not to increase the Executive's base salary and, if so, the amount of such increase. The Executive's base salary as in effect from time to time is hereinafter referred to as the "Base Salary." (b) The Executive shall be entitled to participate in the General Cable Corporation 1999 Incentive Bonus Program and any performance-based annual bonus program for senior executives of the Company for fiscal years after 1999 (a "Future Bonus Plan") on such terms and conditions as determined in the discretion of the Compensation Committee. For purposes of the obligations of the Company on termination of employment of the Executive, the target bonus amount under any Future Bonus Plan shall be not less than 90% of the Executive's Base Salary in effect in the year that employment is terminated. 4. EMPLOYEE BENEFIT PROGRAMS. (a) During the Employment Period, the Executive shall be entitled to vacation generally made available to executive personnel of the Group and to participate in and have the benefit of all group life, disability, hospital, surgical and 2 3 major medical insurance plans and programs and other employee benefit plans and programs as generally are made available to executive personnel of the Group, as such benefit plans or programs may be amended in the sole discretion of the Group members and with the concurrence of the Compensation Committee, from time to time. (b) During the Employment Period, the Executive shall be entitled to receive or participate in fringe benefit arrangements that provide tax services and financial planning in accordance with the terms and conditions of such arrangements as may be in effect from time to time. 5. STOCK OPTIONS The Company has adopted, and the stockholders of the Company have approved the adoption of, the General Cable Corporation Stock Incentive Plan (the "Stock Incentive Plan"). The Executive shall be eligible to receive grants under the Stock Incentive Plan during the Employment Period as determined by the Compensation Committee of the Company's Board in its sole discretion. 6. RESTRICTED STOCK AND OTHER STOCK AWARDS During the Employment Period, the Executive shall be eligible to receive grants of restricted stock and other stock awards ("Stock Awards") in such amounts and subject to such terms as determined by the Compensation Committee of the Company's Board in its sole discretion. 7. TERMINATION OF EMPLOYMENT. (a) The Executive's employment hereunder shall terminate: (i) upon the death of the Executive; (ii) upon the Disability of the Executive, which for the purposes of this Agreement shall mean his inability because of physical or mental illness or incapacity, whether partial or total, with or without accommodation, to perform his duties under this Agreement, as determined by the Company's Board, after review of such reports of physicians of recognized standing in the medical community in the Cincinnati, Ohio metropolitan area as the Company's Board (or a special committee thereof) selects, for a continuous period of at least four (4) months or for an aggregate of one hundred fifty (150) days within any twelve (12) month period; or 3 4 (iii) at the option of the Company, exercisable by or upon the authority of the Company's Chief Executive Officer and effective immediately upon the giving by the Company to the Executive of written notice of such exercise, for "Cause," which, for purposes of this Agreement, shall mean: (A) the gross neglect or willful failure by the Executive to perform his duties and responsibilities in all material respects as set forth in Paragraph 2 hereof, after a written demand for substantial performance is delivered to the Executive by the Company's Chief Executive Officer, which demand specifically identifies the manner in which the Company's Chief Executive Officer believes that the Executive has not so performed his duties; (B) any act of fraud by the Executive, whether relating to the Group or otherwise; (C) the conviction or entry into a plea of NOLO CONTENDERE by the Executive with respect to any felony or misdemeanor (other than a traffic offense which does not result in imprisonment); (D) the commission by the Executive of any willful or intentional act (including any violation of law) which materially injures the reputation or materially adversely affects the business or business relationships of the Group; 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 this Agreement, if such breach is not cured within 10 days after written notice thereof to the Executive by the Company's Chief Executive Officer; For purposes of clauses (A), (D) and (E) of this definition, no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's act, or failure to act, was in the best interest of the Group. (iv) at the option of the Company, for a reason other than Disability or Cause, effective immediately upon the giving of written notice of such exercise; (v) at the option of the Executive, effective ten (10) business days after the giving of written notice of such exercise by the Executive to 4 5 the Company (or such shorter period as the Company's Chief Executive Officer may elect by giving written notice to the Executive), in the event that the Executive has Good Reason, which for purposes of this Agreement shall mean the occurrence at any time of any of the following without the Executive's prior written consent: (A) removal from the position of Executive Vice President, General Counsel and Secretary with respect to the Company or any of its significant subsidiaries (as defined in Regulation S-X under the Securities Exchange Act of 1934); (B) the assignment of duties or responsibilities materially inconsistent with those customarily associated with the positions held by the Executive or a diminution of the Executive's position, authority, duties or responsibilities (other than an isolated action that is not taken in bad faith and is remedied by the Company promptly after receipt of written notice thereof from the Executive); (C) except as provided in Paragraph 7(d), a reduction in the Executive's Base Salary payable pursuant to Paragraph 3(a) hereof or a material reduction in any other material benefit provided the Executive hereunder; or (D) notice by the Company, as set forth in Paragraph 1(a) hereof, not to extend the Employment Period; or (E) the failure by the Company to obtain an agreement from any successor to assume and agree to perform this Agreement; or (F) any willful failure or willful breach by the Company (not covered by any of clauses (A) through (E) above) of any of the material obligations of this Agreement, if such breach is not cured within 10 days after written notice thereof by the Executive to the Company's Chief Executive Officer; For purposes of clause (F) of this definition, no act, or failure to act, on the Company's part shall be deemed "willful" unless done, or omitted to be done, by the Company not in good faith and without reasonable belief that the Company's act, or failure to act, was in the best interest of the Group. (vi) at the option of the Executive, for a reason other than Good Reason, effective upon 30 days of the giving of written notice of such exercise. 5 6 (b) OBLIGATIONS OF THE COMPANY UPON TERMINATION OF EMPLOYMENT. (i) DEATH. In the event of the Executive's death during the Employment Period, the Employment Period shall end as of the date of the Executive's death and his estate and/or beneficiaries, as the case may be, shall be entitled to the following, as soon as practicable following the date of Executive's death: (A) Base Salary earned but not paid prior to the date of his death; (B) payment for all accrued but unused vacation time up to the date of his death; (C) payment for any bonus deferred for any year prior to the year in which occurs the date of his death; (D) the 1999 Incentive Bonus or any bonus payable pursuant to any Future Bonus Plan, to the extent earned but not paid with respect to the year in which the Executive's death occurs; (E) a pro rata portion (based on the number of days worked) of the bonus payable under the 1999 Incentive Bonus Plan or any Future Bonus Plan in effect for the year in which the Executive's death occurs; PROVIDED, HOWEVER, that the performance goals established under the applicable program with respect to the entire year in which the Executive's death occurs are met; (F) immediate vesting of and lapsing of restrictions on all unvested Stock Awards held by the Executive on the date of his death; (G) immediate vesting of all Company stock options held by the Executive on the date of his death, with such options remaining exercisable for twelve months from the date of the Executive's death; and (H) such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company. (ii) DISABILITY. If the Executive's employment is terminated due to Disability during the Employment Period, either by the Company or by the Executive, the Employment Period shall end as of the date of the termination of the Executive's employment and the Executive shall be 6 7 entitled to the following, as soon as practicable following the date of termination: (A) Base Salary earned but not paid prior to the date of the termination of the Executive's employment; (B) payment for all accrued but unused vacation time up to the date of the termination of the Executive's employment; (C) payment for any bonus deferred for any year prior to the year in which occurs the date of the termination of the Executive's employment; (D) the 1999 Incentive Bonus or any bonus payable pursuant to any Future Bonus Plans, to the extent earned but not paid with respect to the year in which the Executive's termination of employment occurs; (E) a pro rata portion (based on the number of days worked) of the bonus payable under the 1999 Incentive Bonus Plan or any Future Bonus Plan in effect for the year in which the Executive's termination of employment occurs; PROVIDED, HOWEVER, that the performance goals established under the applicable program with respect to the entire year in which the Executive's termination of employment occurs are met; (F) immediate vesting of and lapsing of restrictions on all unvested Stock Awards held by the Executive on the date of his Disability; (G) immediate vesting of all Company stock options held by the Executive on the date of his Disability, with such options remaining exercisable for twelve months from the date of the Executive's Disability; and (H) such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company. (iii) CAUSE. If the Company terminates the Executive's employment for Cause, the Executive shall be entitled to the following, within 60 days following the date of termination: (A) Base Salary earned but not paid prior to the date of the termination of his employment; 7 8 (B) payment for all accrued but unused vacation time up to the date of the termination of the Executive's employment; (C) payment for any bonus deferred for any year prior to the year in which occurs the date of the termination of the Executive's employment; and (D) such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company. (iv) WITHOUT CAUSE OR WITH GOOD REASON. If the Executive's employment is terminated by the Company (other than for Cause or Disability) or if the Executive terminates his employment with Good Reason, the Employment Period shall end as of the effective date of termination and the Executive shall be entitled to the following, within 10 business days following the date of termination or such earlier date as may be required by law: (A) Base Salary earned but not paid prior to the date of the termination of his employment; (B) payment for all accrued but unused vacation time up to the date of the termination of the Executive's employment; (C) payment for any bonus deferred for any year prior to the year in which occurs the date of the termination of the Executive's employment; (D) the 1999 Incentive Bonus or any bonus payable pursuant to any Future Bonus Plan, to the extent earned but not paid with respect to the year in which the Executive's termination of employment occurs; (E) a lump sum amount equal to two times the sum of (x) the Base Salary (based on the Base Salary in effect on the date of the termination of the Executive's employment, and in the case of a termination of employment by the Executive for Good Reason due to a reduction in Base Salary under Paragraph 6(a)(v)(C), based on the Base Salary in effect immediately prior to such reduction) plus (y) the target annual bonus under the 1999 Incentive Bonus Plan or any Future Bonus Plan, as the case may be, for the year of termination; 8 9 (F) immediate vesting of and lapsing of restrictions on all unvested Stock Awards held by the Executive on the date of the termination of his employment; (G) immediate vesting of all Company stock options held by the Executive on the date of the termination of his employment, with all stock options remaining exercisable until their expiration pursuant to the Stock Incentive Plan; (H) continued participation, as if he were still an employee, in the Company's medical, dental, hospitalization and life insurance plans, programs and/or arrangements in which he was participating on the date of the termination of his employment on the same terms and conditions as other executives under such plans, programs and/or arrangements until the earlier of two years from the date of the Executive's termination or the date, or dates, he receives equivalent coverage and benefits under the plans, programs and/or arrangements of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); and (I) such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company (other than any severance payments payable under the terms of any benefit plan), including outplacement services consistent with the Company's then existing practice for senior executives or, if there is no such then existing practice, consistent with the Company's past practice for senior executives. (v) WITHOUT GOOD REASON. If the Executive's employment is terminated by the Executive without Good Reason, the Executive shall be entitled to the following, within 60 days following the date of termination or such earlier date as may be required by law: (A) Base Salary earned but not paid prior to the date of the termination of his employment; (B) payment for all accrued but unused vacation time up to the date of the termination of the Executive's employment; (C) payment for any bonus deferred for any year prior to the year in which occurs the date of the termination of the Executive's employment; 9 10 (D) such additional benefits as may be provided by the then existing plans, programs and/or arrangements of the Company. (c) Any payment under Paragraph 7(b) hereof shall be in lieu of any other severance, bonus or other payments to which the Executive might then be entitled pursuant to this Agreement or any statutory or common law claim, subject, in each case, to the execution by the Executive and delivery to the Company of a customary release of all claims related to his employment or termination thereof in a form to be provided by the Company. The Company's obligations to make the payments under Paragraph 7(b) hereof, except in the case of a termination for Cause, shall not otherwise be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company or any member of the Group may have against the Executive. The Executive acknowledges and agrees that in the event the parties dispute whether the Executive shall be entitled to the payment hereunder, such payment shall not be deemed to be earned or otherwise vest hereunder until such time as the dispute is resolved in accordance with Paragraph 11(c) hereof. (d) Notwithstanding anything to the contrary herein, if the Company's Chief Executive Officer has reason to believe that there are circumstances which, if substantiated, would constitute Cause as defined herein, the Company may suspend the Executive from employment without notice for such period of time as shall be reasonably necessary for the Company's Chief Executive Officer to ascertain whether such circumstances are substantiated. During such suspension, the Executive shall continue to be paid all compensation and provided all benefits hereunder; PROVIDED, HOWEVER, that if the Executive has been indicted or otherwise formally charged by governmental authorities with any felony, the Company's Chief Executive Officer may in its sole discretion, and without limiting the Company's President's discretion to terminate the Executive's employment for Cause, suspend the Executive without continuation of any compensation or benefits hereunder, pending final disposition of such criminal charge(s). Upon receiving notice of any such suspension, the Executive shall promptly leave the premises of the Company and remain off such premises and the premises of all other Group members until further notice from the Company's Chief Executive Officer. 8. NEGATIVE COVENANTS OF THE EXECUTIVE. (a) During the Employment Period and for a period of one and a 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 Group to terminate his or her employment or engagement by the Group to 10 11 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 (ii) authorize or assist in the taking of such action by any third party. For purposes of this Paragraph 8(a), the terms "employee," "director," "officer," "associate," "consultant," "agent," and "independent contractor" shall 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 a half (1.5) years following the Executive's termination of employment. The Executive shall not be deemed to have violated the provisions of this Paragraph 8(a) by reason of an isolated act, or failure to act, not taken in bad faith. (b) During the Employment Period and for a period of one and a 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 or distribution 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 1% of the combined voting power of the voting securities of such company. (c) During the Employment Period and thereafter without limit as to time, the Executive will not (other than in the regular course and in furtherance of the Group's business) divulge, furnish or make available to any person any knowledge or information with respect to the business or affairs of the Group which is confidential, including, without limitation, "know-how," trade secrets, customer and supplier lists, 11 12 pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisition or disposition plans, new personnel employment plans, methods of manufacture, technical processes, designs and design projects, inventions and research projects and financial budgets and forecasts of the Group except (1) information which at the time is available to others in the business or generally known to the public other than as a result of disclosure by the Executive not permitted hereunder, and (2) when required to do so by a court of competent jurisdiction, by any governmental agency or by any administrative body or legislative body (including a committee thereof) with purported or apparent jurisdiction to order the Executive to divulge, disclose or make accessible such information. All memoranda, notes, lists, records, electronically stored data, recordings or videotapes and other documents (and all copies thereof) made or compiled by the Executive or made available to the Executive (whether during his employment by the Group or by any predecessor thereof) concerning the business of the Group or any predecessor thereof shall be the property of the Company or such other member of the Group and shall be delivered to the Company or such other member of the Group promptly upon the termination of the Employment Period. (d) The Executive acknowledges that all developments, including, without limitation, inventions, patentable or otherwise, trade secrets, discoveries, improvements, ideas and writings that alone or jointly with others the Executive may conceive, make, develop or acquire during the period of his employment by the Group and any predecessor thereof (collectively, the "Developments"), are and shall remain the sole and exclusive property of the Group and the Executive hereby assigns to the Group all of his right, title and interest in all such Developments. The Executive shall promptly and fully disclose all future Developments to the Company's Board, and, at any time upon request and at the expense of the Company, shall execute, acknowledge and deliver to the Group all instruments that the Group shall prepare, give evidence, and take all other actions that are necessary or desirable in the reasonable opinion of the Company's counsel, to enable the Group to file and prosecute applications for and to acquire, maintain and enforce all letters patent, trademark registrations or copyrights covering the Developments in all countries in which the same are deemed necessary. (e) The Executive acknowledges that the services to be rendered by the Executive are of a special, unique and extraordinary character and, in connection with such services, the Executive will have access to confidential information vital to the Group's business and that irreparable injury would be sustained by the Group in the event of his breach of any of the covenants contained in this Paragraph 8, which injury could not be remedied adequately by the recovery of damages in an action at law. Accordingly, the Executive agrees that, upon a breach or threatened breach by him of any of such covenants, the Company and, to the extent appropriate, any other member of the Group shall be entitled, in addition to and not in lieu of any and all other remedies, to an injunction to be issued by any court of competent jurisdiction restraining 12 13 the commission or continuance of any such breach or threatened breach upon minimal bond, with or without surety, and that such an injunction will not work an undue hardship on him. (f) The provisions of this Paragraph 8 shall survive the termination of this Agreement, irrespective of the reasons therefor. (g) If any court determines that any of the provisions of this Paragraph 8 is invalid or unenforceable, the remainder of such provisions shall not thereby be affected and shall be given full effect without regard to the invalid provisions. If any court construes any of the provisions of this Paragraph 8, or any part thereof, to be unreasonable because of the duration of such provision or the geographic scope thereof, such court shall have the power to reduce the duration or restrict the geographic scope of such provision and to enforce such provision as so reduced or restricted. 9. REIMBURSEMENT OF BUSINESS EXPENSE. During the Employment Period, the Executive is authorized to incur reasonable business expenses in carrying out his duties and responsibilities under the Agreement, and the Company or the relevant member of the Group shall promptly reimburse him for all such reasonable business expenses incurred in connection with carrying out the business of such member of the Group, subject to documentation in accordance with such member of the Group's policy. 10. INDEMNIFICATION. To the fullest extent permitted by law and the Company's certificate of incorporation and by-laws, the Company shall promptly indemnify the Executive for all amounts (including, without limitation, judgments, fines, settlement payments, losses, damages, costs and expenses (including reasonable attorneys' fees)) incurred or paid by the Executive in connection with any action, proceeding, suit or investigation arising out of or relating to the performance by the Executive of services for (or acting as a fiduciary of any employee benefit plans, programs or arrangements of) the Company or other member of the Group, including as a director, officer or employee of the Company or other member of the Group. The Company also agrees to maintain a director's and officers' liability insurance policy covering the Executive to the extent the Company provides such coverage for its other executive officers. Notwithstanding any other provision of this Agreement, the provisions of this Paragraph 10 shall survive any termination or expiration of this Agreement. 13 14 11. MISCELLANEOUS. (a) This Agreement is intended to be performed in, and shall be construed and enforced in accordance with the laws of, the State of Kentucky without reference to principles of conflict of laws. (b) Upon the Effective Date, this Agreement shall incorporate the complete understanding and agreement between the parties with respect to the subject matter hereof and supersede any and all other prior or contemporaneous agreements, written or oral, between the Executive and any member of the Group or any predecessor thereof with respect to such subject matter (including the Employment Arrangement), other than the Change-in-Control Agreement, of even date herewith, between the Company and the Executive (the "Change-in-Control Agreement"); PROVIDED, HOWEVER, this Agreement shall not adversely affect the Executive's rights to the Option (as defined in the Employment Arrangement) or the Executive's rights to receive accrued amounts under the Employment Arrangement and no payment or benefit shall be made or provided hereunder if and to the extent such payment or benefit would be duplicative of a payment or benefit to which the Executive is then entitled under the Change-in-Control Agreement. No provision hereof may be modified or waived except by a written instrument duly executed by the Executive and the Company with the express approval of the Compensation Committee. (c) Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration conducted in Cincinnati, Ohio under the Commercial Arbitration Rules then prevailing of the American Arbitration Association and such submission shall request the American Arbitration Association to: (i) appoint an arbitrator experienced and knowledgeable concerning the matter then in dispute; (ii) require the testimony to be transcribed; (iii) require the award to be accompanied by findings of fact and a statement of reasons for the decision; and (iv) request the matter to be handled by and in accordance with the expedited procedures provided for in the Commercial Arbitration Rules. The determination of the arbitrators, which shall be based upon a de novo interpretation of this Agreement, shall be final and binding and judgment may be entered on the arbitrators' award in any court having jurisdiction. All costs of the American Arbitration Association and the arbitrator shall be borne by the Company, unless the position advanced by the Executive is determined by the arbitrator to be frivolous in nature. (d) The Executive acknowledges that before entering into this Agreement he has received a reasonable period of time to consider this Agreement and has had sufficient time and an opportunity to consult with any attorney or other advisor of his choice in connection with this Agreement and all matters contained herein, and that he has been advised to do so if he so chooses. The Executive further acknowledges that this Agreement and all terms hereof are fair, reasonable and are not 14 15 the result of any fraud, duress, coercion, pressure or undue influence exercised by the Company, that he has approved and entered into this Agreement and all of the terms hereof on his own free will, and that no promises or representations have been made to him by any person to induce him to enter into this Agreement other than the express terms set forth herein. (e) The Company shall be entitled to deduct and withhold from all compensation payable to the Executive pursuant to this Agreement all amounts required to be deducted and withheld therefrom pursuant to any present or future law, regulation or ordinance of the United States of America or any state or local jurisdiction therein or any foreign taxing jurisdiction. (f) Paragraph headings are included in this Agreement for convenience of reference only and shall not affect the interpretation of the text hereof. (g) Any and all notices, demands or other communications to be given or made hereunder shall be in writing and shall be deemed to have been fully given or made when personally delivered, or on the third business day after mailing from within the continental United States by registered mail, postage prepaid, addressed as follows: If to the Company: General Cable Corporation 4 Tesseneer Drive Highland Heights, KY 41076 Attention: Chief Executive Officer If to the Executive: 8051 Brill Road Cincinnati, Ohio 45243 Either party may change the address to which any notices to it shall be sent by giving to the other party written notice of such change in conformity with the foregoing. (h) This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which together shall constitute one and the same instrument. (i) 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 15 16 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. (j) The Company shall be deemed to have performed its obligations to make payments or provide benefits to the Executive under this Agreement if it has caused a member of the Group to make such payments or provide such benefits. IN WITNESS WHEREOF, each of the Company and the Executive has executed this Agreement as of the 28th day of April, 2000. GENERAL CABLE CORPORATION By: /s/ Stephen Rabinowitz ACCEPTED AND AGREED TO as of the date first written above By: /s/ Robert J. Siverd --------------------- Robert J. Siverd 16 EX-10.37 7 EXHIBIT 10.37 1 Exhibit 10.37 CHANGE-IN-CONTROL AGREEMENT --------------------------- (Amended and Restated as of April 28, 2000) AGREEMENT, made and entered into as of the 28th day of April, 2000 (the "Effective Date") by and between General Cable Corporation, a Delaware corporation (the "Company"), and Stephen Rabinowitz (the "Executive"). W I T N E S S E T H : - - - - - - - - - - WHEREAS, the Executive is a key employee of the Company or one of its subsidiaries; and WHEREAS, the Company and the Executive are parties to a change-in-control agreement effective as of October 18, 1999, which is currently in effect (the "Prior Change-in-Control Agreement"); and WHEREAS, effective upon the Effective Date it is intended that the Prior Change-in-Control Agreement be amended and restated as set forth herein; NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, the Company and the Executive agree as follows: 1. TERM This Agreement shall become effective upon the Effective Date and shall terminate and be of no further force or effect upon the expiration of the Employment Agreement (the "Term"); provided, however, that, if a Change-in-Control shall have occurred during the Term or within six months after Executive's employment terminates, as described in Paragraph 2(a) hereof, the Term shall expire on the last day of the thirty-sixth (36th) month following the month in which the Change-in-Control occurs. 2. TERMINATION OF EXECUTIVE'S EMPLOYMENT PRIOR TO OR FOLLOWING A CHANGE-IN-CONTROL (a) If the Executive's employment is terminated by the Company or any of its subsidiaries or by the Company's successor without Cause (as hereinafter defined), or the Executive terminates his employment with the Company or any of its subsidiaries or with the Company's successor for Good Reason (as hereinafter defined), and such termination occurs within six months preceding, or within three years 2 following, a Change-in-Control, the Executive shall be entitled to receive a Change-in-Control Payment (as hereinafter defined). (b) Notwithstanding the foregoing, the Executive shall not be entitled to receive the Change-in-Control Payment if any of the Circumstances of Ineligibility (as hereinafter defined) apply to the Executive. (c) "Change-in-Control Payment" means the product of (i) three times (ii) the sum of (x) the Executive's annual base salary at the time of the termination of the Executive's employment (or, in the case of a termination of employment for Good Reason based on a reduction of the Executive's annual base salary, the annual base salary in effect immediately prior to such reduction) plus (y) the Executive's target annual incentive bonus in effect for the year in which the Executive's employment is terminated or the year in which the Change-in-Control occurs, whichever target bonus is greater. The target annual incentive bonus for this purpose shall not be less than 120% of the Executive's Base Salary in effect in the relevant year. (d) "Change-in-Control" means that any of the following has occurred: (i) any person or other entity (other than any of the Company's subsidiaries or any employee benefit plan sponsored by the Company 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 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 the Company normally entitled to vote for the election of directors of the Company (the "Voting Stock"), (ii) the stockholders of the Company approve the sale of all or substantially all of the property or assets of the Company and such sale occurs; (iii) the stockholders of the Company approve a consolidation or merger of the Company with another corporation (other than with any of the Company's subsidiaries), the consummation of which would result in the shareholders of the Company 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 Company's Board of Directors occurs with the result that the members of the Board on the Effective Date (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 2 3 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 the Company) 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) "Cause" shall have the meaning set forth in the Employment Agreement and shall be subject to the procedures set forth herein. (f) "Good Reason" means the occurrence of any of the following without the prior written consent of the Executive: (i) removal from the position of Chief Executive Officer held by the Executive with respect to the Company or any of its significant subsidiaries (as defined in Regulation S-X under the Securities Exchange Act of 1934) on the 181st day prior to the Change-in-Control or any senior position that the Executive subsequently achieves; (ii) the assignment of duties or responsibilities materially inconsistent with those customarily associated with the position held by the Executive on the 181st day prior to the Change-in-Control or any senior position that the Executive subsequently achieves (alternatively, the "Measuring Position"), or any other action by the Company or a successor that results in a diminution of the Executive's position, authority, duties or responsibilities compared to the Measuring Position, other than an isolated action that is not taken in bad faith and is remedied by the Company or a successor promptly after receipt of written notice thereof from the Executive; (iii) a reduction in the Executive's annual base salary or a material reduction in any other material benefit provided the Executive by the Company; (iv) notice by the Company not to extend the Employment Agreement; (v) the relocation of the Executive's principal place of employment to a location more than fifty (50) miles from the Executive's principal place of employment (unless such relocation does not increase the Executive's commute by more than twenty (20) miles) on the 181st day prior to the Change-in-Control, except for required travel on the Company's business to an extent substantially consistent with the Executive's business travel obligations as of such day; or 3 4 (vi) the failure by the Company to obtain an agreement from any successor to assume and agree to perform this Agreement. (g) "Circumstances of Ineligibility" means any one or more of the following circumstances: (i) DEATH, DISABILITY OR VOLUNTARY TERMINATION. If the Executive is terminated due to death or Disability (as defined in the Employment Agreement) or if the Executive elects to voluntarily terminate his employment, including a termination due to retirement, with the Company or a successor, the Executive shall not be eligible to receive the Change-in-Control Payment; PROVIDED, HOWEVER, that termination of employment by the Executive for Good Reason shall not constitute a Circumstance of Ineligibility. (ii) TERMINATION FOR CAUSE. If the Executive's employment with the Company or a successor is terminated for Cause at any time preceding or following a Change-in-Control, the Executive shall not be eligible to receive the Change-in-Control Payment. 3. TIME OF PAYMENT OF CHANGE-IN-CONTROL PAYMENT The Change-in-Control Payment (if any) shall be paid to the Executive in cash in a lump sum within 10 business days following the later of (i) the date of the termination of the Executive's employment with the Company or the successor or (ii) the date of the Change-in-Control. 4. VESTING OF RESTRICTED STOCK AND STOCK OPTIONS Upon the occurrence of a Change-in-Control, any and all stock awards under the General Cable Corporation Stock Incentive Plan (the "Stock Incentive Plan") shall become fully vested and immediately exercisable and shall remain exercisable until their expiration in accordance with the terms of the Stock Incentive Plan. 5. CONTINUATION OF EXECUTIVE WELFARE BENEFITS Notwithstanding anything contained herein to the contrary, if the Executive is entitled to receive the Change-in-Control Payment, the Company or any of its subsidiaries or successor shall continue his participation, as if he were still an employee, in the medical, dental, hospitalization and life insurance plans, programs and/or arrangements of the Company or any of its subsidiaries in which he was participating on the date of the termination of his employment (or on the 181st day prior to the Change-in-Control, if more favorable to the Executive) on the same terms and conditions as other executives under such plans, programs and/or arrangements until 4 5 the earlier of (i) the end of the 36-month (30-month in the case of life insurance programs) period following the date of the termination of his employment or (ii) the date, or dates, he receives equivalent coverage and benefits under the plans, programs and/or arrangements of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis). 6. GROSS-UP (a) Whether or not the Executive becomes entitled to the Change-in-Control Payment, if any of the payments or benefits received or to be received by the Executive in connection with a Change-in-Control or the Executive's termination of employment (whether such payments or benefits are provided pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change-in-Control or any person affiliated with the Company or such person) (such payments or benefits, excluding the Gross-Up Payment, being hereinafter referred to as the "Total Payments") would be subject to the excise tax (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") equal to the Excise Tax plus related federal, state and local income, excise, and employment taxes. The intent of the Gross-Up Payment is to ensure that the Executive does not bear the cost of the Excise Tax or any tax associated with the Company's reimbursement of the Excise Tax. (b) For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) all of the Total Payments shall be treated as "parachute payments" (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel ("Tax Counsel") selected by the Company and reasonably acceptable to the Executive, such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, (ii) all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the "base amount" (as defined in Section 280G(b)(3) of the Code) allocable to such payment, or are otherwise not subject to the Excise Tax, and (iii) the value of any noncash benefits or any deferred payment or benefit shall be determined by Tax Counsel in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. 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 the Executive's termination of employment net of the 5 6 maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (c) 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 five (5) business 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 Section 1274(b)(2)(B) of the Code. 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 five (5) business 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. 7. MISCELLANEOUS (a) NO EMPLOYMENT AGREEMENT. This Agreement does not constitute a contract of employment or impose on the Company any obligation to retain the Executive as an employee. (b) DEDUCTIONS AND WITHHOLDING. The Executive agrees that the Company shall withhold from any and all compensation required to be paid to the Executive pursuant to this Agreement all federal, state, local and/or other taxes which the Company determines are required to be withheld in accordance with applicable statutes and/or regulations from time to time in effect. (c) WAIVER AND RELEASE. The Executive acknowledges that (i) the Change-in-Control Payment is in excess of the amounts that the Executive would otherwise be entitled to receive under any employment or severance agreement, plan, program or arrangement of the Company or between the Company and the Executive and (ii) the Company has no obligation to enter into this Agreement. In consideration of the Company assuming these additional obligations and entering into this Agreement, 6 7 the Executive agrees to execute a customary release of all claims related to the Executive's employment or termination thereof, in substantially the same form as annexed hereto other than any modifications which may be required to effectuate such release based upon any changes in law. (d) ARBITRATION. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration conducted in Cincinnati, Ohio under the Commercial Arbitration Rules then prevailing of the American Arbitration Association and such submission shall request the American Arbitration Association to: (i) appoint an arbitrator experienced and knowledgeable concerning the matter then in dispute; (ii) require the testimony to be transcribed; (iii) require the award to be accompanied by findings of fact and a statement of reasons for the decision; and (iv) request the matter to be handled by and in accordance with the expedited procedures provided for in the Commercial Arbitration Rules. The determination of the arbitrators, which shall be based upon a de novo interpretation of this Agreement, shall be final and binding and judgment may be entered on the arbitrators' award in any court having jurisdiction. All costs of the American Arbitration Association and the arbitrator shall be borne by the Company, unless the position advanced by the Executive is determined by the arbitrator to be frivolous in nature. (e) LEGAL FEES. The Company or the successor shall pay to the Executive all reasonable legal fees and expenses incurred by the Executive in disputing in good faith any issues hereunder relating to the termination of the Executive's employment, in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder. Such payments shall be made within 30 days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require. The Company or the successor shall pay to the Executive interest at the prime lending rate as announced from time to time by The Chase Manhattan Bank on all or any part of the Change-in-Control Payment that is not paid when due. The prime rate for each calendar quarter shall be the prime rate in effect on the first day of the calendar quarter. (f) NO DUTY TO MITIGATE/SET-OFF. The Company agrees that if the Executive's employment with the Company or a successor is terminated during the Term, the Executive shall not be required to seek other employment. Further, the amount of any payment or benefit hereunder shall not be reduced by any compensation earned by the Executive or any benefit provided to the Executive as the result of employment by another employer or otherwise, except as provided in Paragraph 5 or 7(g) hereof. The Company's obligations to make any payment or provide any benefit hereunder shall not be affected by any circumstances, including, without limitation, any 7 8 set-off, counterclaim, recoupment, defense or other right which the Company or a successor corporation may have against the Executive. (g) OFFSET. The Change-in-Control Payment shall be reduced by any severance payment made by the Company or any subsidiary of the Company to the Executive pursuant to (i) any severance plan, program, policy or arrangement of the Company or any subsidiary of the Company, (ii) the Employment Agreement or any other employment agreement between the Company or any subsidiary of the Company and the Executive, and (iii) any federal, state or local statute, rule, regulation or ordinance. (h) ENTIRE AGREEMENT. This Agreement embodies the entire agreement of the parties with respect to any payment due the Executive in the event of a Change-in-Control and supersedes any other prior oral or written agreements between the Executive and the Company with respect thereto, except that nothing herein shall be construed to adversely affect the Executive's right to receive any non-duplicative payment or benefit to which he is entitled under the Employment Agreement or any other employment agreement between the Company or any subsidiary of the Company and the Executive in connection with his termination of employment. No party may amend, modify or terminate this Agreement without the express written consent of the other party. (i) BINDING 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, devises and legatees. (j) GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Kentucky without reference to principles of conflict of laws. (k) COUNTERPARTS. This Agreement may be executed and delivered in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute one and the same agreement. 8 9 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above. GENERAL CABLE CORPORATION By: /s/ Robert J. Siverd ACCEPTED AND AGREED TO as of the date first written above By:/S/ Stephen Rabinowitz ------------------------------ Stephen Rabinowitz 9 EX-10.38 8 EXHIBIT 10.38 1 Exhibit 10.38 CHANGE-IN-CONTROL AGREEMENT --------------------------- (Amended and Restated as of April 28, 2000) AGREEMENT, made and entered into as of the 18th day of October, 1999 (the "Effective Date") by and between General Cable Corporation, a Delaware corporation (the "Company"), and Gregory B. Kenny (the "Executive"). W I T N E S S E T H : - - - - - - - - - - WHEREAS, the Executive is a key employee of the Company or one of its subsidiaries; and WHEREAS, the Company and the Executive are parties to a change-in-control agreement effective as of May 13, 1997, which is currently in effect (the "Prior Change-in-Control Agreement"); and WHEREAS, effective upon the Effective Date it is intended that the Prior Change-in-Control Agreement be terminated and that this Agreement become effective; NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, the Company and the Executive agree as follows: 1. TERM This Agreement shall become effective upon the Effective Date and shall terminate and be of no further force or effect upon the expiration of the Employment Agreement (the "Term"); provided, however, that, if a Change-in-Control shall have occurred during the Term or within six months after Executive's employment terminates, as described in Paragraph 2(a) hereof, the Term shall expire on the last day of the thirty-sixth (36th) month following the month in which the Change-in-Control occurs. 2. TERMINATION OF EXECUTIVE'S EMPLOYMENT PRIOR TO OR FOLLOWING A CHANGE-IN-CONTROL (a) If the Executive's employment is terminated by the Company or any of its subsidiaries or by the Company's successor without Cause (as hereinafter defined), or the Executive terminates his employment with the Company or any of its subsidiaries or with the Company's successor for Good Reason (as hereinafter 2 defined), and such termination occurs within six months preceding, or within three years following, a Change-in-Control, the Executive shall be entitled to receive a Change-in-Control Payment (as hereinafter defined). (b) Notwithstanding the foregoing, the Executive shall not be entitled to receive the Change-in-Control Payment if any of the Circumstances of Ineligibility (as hereinafter defined) apply to the Executive. (c) "Change-in-Control Payment" means the product of (i) three times (ii) the sum of (x) the Executive's annual base salary at the time of the termination of the Executive's employment (or, in the case of a termination of employment for Good Reason based on a reduction of the Executive's annual base salary, the annual base salary in effect immediately prior to such reduction) plus (y) the Executive's target annual incentive bonus in effect for the year in which the Executive's employment is terminated or the year in which the Change-in-Control occurs, whichever target bonus is greater. (d) "Change-in-Control" means that any of the following has occurred: (i) any person or other entity (other than any of the Company's subsidiaries or any employee benefit plan sponsored by the Company 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 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 the Company normally entitled to vote for the election of directors of the Company (the "Voting Stock"), (ii) the stockholders of the Company approve the sale of all or substantially all of the property or assets of the Company and such sale occurs; (iii) the stockholders of the Company approve a consolidation or merger of the Company with another corporation (other than with any of the Company's subsidiaries), the consummation of which would result in the shareholders of the Company 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 Company's Board of Directors occurs with the result that the members of the Board on the Effective Date (the "Incumbent Directors") no longer constitute a majority of such Board of Directors, provided 2 3 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 the Company) 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) "Cause" shall have the meaning set forth in the Employment Agreement and shall be subject to the procedures set forth herein. (f) "Good Reason" means the occurrence of any of the following without the prior written consent of the Executive: (i) removal from the position of President or Chief Operating Officer held by the Executive with respect to the Company or any of its significant subsidiaries (as defined in Regulation S-X under the Securities Exchange Act of 1934) on the 181st day prior to the Change-in-Control or any senior position that the Executive subsequently achieves; (ii) the assignment of duties or responsibilities materially inconsistent with those customarily associated with the position held by the Executive on the 181st day prior to the Change-in-Control or any senior position that the Executive subsequently achieves (alternatively, the "Measuring Position"), or any other action by the Company or a successor that results in a diminution of the Executive's position, authority, duties or responsibilities compared to the Measuring Position, other than an isolated action that is not taken in bad faith and is remedied by the Company or a successor promptly after receipt of written notice thereof from the Executive; (iii) a reduction in the Executive's annual base salary or a material reduction in any other material benefit provided the Executive by the Company; (iv) notice by the Company not to extend the Employment Agreement; (v) the relocation of the Executive's principal place of employment to a location more than fifty (50) miles from the Executive's principal place of employment (unless such relocation does not increase the Executive's commute by more than twenty (20) miles) on the 181st day prior to the Change-in-Control, except for required travel on the Company's business to an extent substantially consistent with the Executive's business travel obligations as of such day; or 3 4 (vi) the failure by the Company to obtain an agreement from any successor to assume and agree to perform this Agreement. (g) "Circumstances of Ineligibility" means any one or more of the following circumstances: (i) DEATH, DISABILITY OR VOLUNTARY TERMINATION. If the Executive is terminated due to death or Disability (as defined in the Employment Agreement) or if the Executive elects to voluntarily terminate his employment, including a termination due to retirement, with the Company or a successor, the Executive shall not be eligible to receive the Change-in-Control Payment; PROVIDED, HOWEVER, that termination of employment by the Executive for Good Reason shall not constitute a Circumstance of Ineligibility. (ii) TERMINATION FOR CAUSE. If the Executive's employment with the Company or a successor is terminated for Cause at any time preceding or following a Change-in-Control, the Executive shall not be eligible to receive the Change-in-Control Payment. 3. TIME OF PAYMENT OF CHANGE-IN-CONTROL PAYMENT The Change-in-Control Payment (if any) shall be paid to the Executive in cash in a lump sum within 10 business days following the later of (i) the date of the termination of the Executive's employment with the Company or the successor or (ii) the date of the Change-in-Control. 4. VESTING OF RESTRICTED STOCK AND STOCK OPTIONS Upon the occurrence of a Change-in-Control, any and all stock awards under the General Cable Corporation Stock Incentive Plan (the "Stock Incentive Plan") shall become fully vested and immediately exercisable and shall remain exercisable until their expiration in accordance with the terms of the Stock Incentive Plan. 5. CONTINUATION OF EXECUTIVE WELFARE BENEFITS Notwithstanding anything contained herein to the contrary, if the Executive is entitled to receive the Change-in-Control Payment, the Company or any of its subsidiaries or successor shall continue his participation, as if he were still an employee, in the medical, dental, hospitalization and life insurance plans, programs and/or arrangements of the Company or any of its subsidiaries in which he was participating on the date of the termination of his employment (or on the 181st day prior to the Change-in-Control, if more favorable to the Executive) on the same terms and conditions as other executives under such plans, programs and/or arrangements until 4 5 the earlier of (i) the end /of the 36-month (30-month in the case of life insurance programs) period following the date of the termination of his employment or (ii) the date, or dates, he receives equivalent coverage and benefits under the plans, programs and/or arrangements of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis). 6. GROSS-UP (a) Whether or not the Executive becomes entitled to the Change-in-Control Payment, if any of the payments or benefits received or to be received by the Executive in connection with a Change-in-Control or the Executive's termination of employment (whether such payments or benefits are provided pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change-in-Control or any person affiliated with the Company or such person) (such payments or benefits, excluding the Gross-Up Payment, being hereinafter referred to as the "Total Payments") would be subject to the excise tax (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") equal to the Excise Tax plus related federal, state and local income, excise, and employment taxes. The intent of the Gross-Up Payment is to ensure that the Executive does not bear the cost of the Excise Tax or any tax associated with the Company's reimbursement of the Excise Tax. (b) For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) all of the Total Payments shall be treated as "parachute payments" (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel ("Tax Counsel") selected by the Company and reasonably acceptable to the Executive, such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, (ii) all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the "base amount" (as defined in Section 280G(b)(3) of the Code) allocable to such payment, or are otherwise not subject to the Excise Tax, and (iii) the value of any noncash benefits or any deferred payment or benefit shall be determined by Tax Counsel in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. 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 the Executive's termination of employment net of the 5 6 maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (c) 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 five (5) business 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 Section 1274(b)(2)(B) of the Code. 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 five (5) business 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. 7. MISCELLANEOUS (a) NO EMPLOYMENT AGREEMENT. This Agreement does not constitute a contract of employment or impose on the Company any obligation to retain the Executive as an employee. (b) DEDUCTIONS AND WITHHOLDING. The Executive agrees that the Company shall withhold from any and all compensation required to be paid to the Executive pursuant to this Agreement all federal, state, local and/or other taxes which the Company determines are required to be withheld in accordance with applicable statutes and/or regulations from time to time in effect. (c) WAIVER AND RELEASE. The Executive acknowledges that (i) the Change-in-Control Payment is in excess of the amounts that the Executive would otherwise be entitled to receive under any employment or severance agreement, plan, program or arrangement of the Company or between the Company and the Executive and (ii) the Company has no obligation to enter into this Agreement. In consideration of the Company assuming these additional obligations and entering into this Agreement, 6 7 the Executive agrees to execute a customary release of all claims related to the Executive's employment or termination thereof, in substantially the same form as annexed hereto other than any modifications which may be required to effectuate such release based upon any changes in law. (d) ARBITRATION. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration conducted in Cincinnati, Ohio under the Commercial Arbitration Rules then prevailing of the American Arbitration Association and such submission shall request the American Arbitration Association to: (i) appoint an arbitrator experienced and knowledgeable concerning the matter then in dispute; (ii) require the testimony to be transcribed; (iii) require the award to be accompanied by findings of fact and a statement of reasons for the decision; and (iv) request the matter to be handled by and in accordance with the expedited procedures provided for in the Commercial Arbitration Rules. The determination of the arbitrators, which shall be based upon a de novo interpretation of this Agreement, shall be final and binding and judgment may be entered on the arbitrators' award in any court having jurisdiction. All costs of the American Arbitration Association and the arbitrator shall be borne by the Company, unless the position advanced by the Executive is determined by the arbitrator to be frivolous in nature. (e) LEGAL FEES. The Company or the successor shall pay to the Executive all reasonable legal fees and expenses incurred by the Executive in disputing in good faith any issues hereunder relating to the termination of the Executive's employment, in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder. Such payments shall be made within 30 days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require. The Company or the successor shall pay to the Executive interest at the prime lending rate as announced from time to time by The Chase Manhattan Bank on all or any part of the Change-in-Control Payment that is not paid when due. The prime rate for each calendar quarter shall be the prime rate in effect on the first day of the calendar quarter. (f) NO DUTY TO MITIGATE/SET-OFF. The Company agrees that if the Executive's employment with the Company or a successor is terminated during the Term, the Executive shall not be required to seek other employment. Further, the amount of any payment or benefit hereunder shall not be reduced by any compensation earned by the Executive or any benefit provided to the Executive as the result of employment by another employer or otherwise, except as provided in Paragraph 5 or 7(g) hereof. The Company's obligations to make any payment or provide any benefit hereunder shall not be affected by any circumstances, including, without limitation, any 7 8 set-off, counterclaim, recoupment, defense or other right which the Company or a successor corporation may have against the Executive. (g) OFFSET. The Change-in-Control Payment shall be reduced by any severance payment made by the Company or any subsidiary of the Company to the Executive pursuant to (i) any severance plan, program, policy or arrangement of the Company or any subsidiary of the Company, (ii) the Employment Agreement or any other employment agreement between the Company or any subsidiary of the Company and the Executive, and (iii) any federal, state or local statute, rule, regulation or ordinance. (h) ENTIRE AGREEMENT. This Agreement embodies the entire agreement of the parties with respect to any payment due the Executive in the event of a Change-in-Control and supersedes any other prior oral or written agreements between the Executive and the Company with respect thereto, except that nothing herein shall be construed to adversely affect the Executive's right to receive any non-duplicative payment or benefit to which he is entitled under the Employment Agreement or any other employment agreement between the Company or any subsidiary of the Company and the Executive in connection with his termination of employment. No party may amend, modify or terminate this Agreement without the express written consent of the other party. (i) BINDING 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, devises and legatees. (j) GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Kentucky without reference to principles of conflict of laws. (k) COUNTERPARTS. This Agreement may be executed and delivered in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute one and the same agreement. 8 9 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above. GENERAL CABLE CORPORATION By: /s/ Robert J. Siverd -------------------------------- ACCEPTED AND AGREED TO as of the date first written above By: /s/ Gregory B. Kenny ------------------------------- Gregory B. Kenny 9 EX-10.39 9 EXHIBIT 10.39 1 Exhibit 10.39 CHANGE-IN-CONTROL AGREEMENT --------------------------- (Amended and Restated as of April 28, 2000) AGREEMENT, made and entered into as of the 28th day of April, 2000 (the "Effective Date") by and between General Cable Corporation, a Delaware corporation (the "Company"), and Christopher F. Virgulak (the "Executive"). W I T N E S S E T H : - - - - - - - - - - WHEREAS, the Executive is a key employee of the Company or one of its subsidiaries; and WHEREAS, the Company and the Executive are parties to a change-in-control agreement effective as of October 18, 1999, which is currently in effect (the "Prior Change-in-Control Agreement"); and WHEREAS, effective upon the Effective Date it is intended that the Prior Change-in-Control Agreement be amended and restated as set forth herein; NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, the Company and the Executive agree as follows: 1. TERM This Agreement shall become effective upon the Effective Date and shall terminate and be of no further force or effect upon the expiration of the Employment Agreement (the "Term"); provided, however, that, if a Change-in-Control shall have occurred during the Term or within six months after Executive's employment terminates, as described in Paragraph 2(a) hereof, the Term shall expire on the last day of the twenty-fourth (24th) month following the month in which the Change-in-Control occurs. 2. TERMINATION OF EXECUTIVE'S EMPLOYMENT PRIOR TO OR FOLLOWING A CHANGE-IN-CONTROL (a) If the Executive's employment is terminated by the Company or any of its subsidiaries or by the Company's successor without Cause (as hereinafter defined), or the Executive terminates his employment with the Company or any of its subsidiaries or with the Company's successor for Good Reason (as hereinafter defined), and such termination occurs within six months preceding, or within two years 2 following, a Change-in-Control, the Executive shall be entitled to receive a Change-in-Control Payment (as hereinafter defined). (b) Notwithstanding the foregoing, the Executive shall not be entitled to receive the Change-in-Control Payment if any of the Circumstances of Ineligibility (as hereinafter defined) apply to the Executive. (c) "Change-in-Control Payment" means the product of (i) two times (ii) the sum of (x) the Executive's annual base salary at the time of the termination of the Executive's employment (or, in the case of a termination of employment for Good Reason based on a reduction of the Executive's annual base salary, the annual base salary in effect immediately prior to such reduction) plus (y) the Executive's target annual incentive bonus in effect for the year in which the Executive's employment is terminated or the year in which the Change-in-Control occurs, whichever target bonus is greater. The target annual incentive bonus for this purpose shall not be less than 97% of the Executive's Base Salary in effect in the relevant year. (d) "Change-in-Control" means that any of the following has occurred: (i) any person or other entity (other than any of the Company's subsidiaries or any employee benefit plan sponsored by the Company 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 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 the Company normally entitled to vote for the election of directors of the Company (the "Voting Stock"), (ii) the stockholders of the Company approve the sale of all or substantially all of the property or assets of the Company and such sale occurs; (iii) the stockholders of the Company approve a consolidation or merger of the Company with another corporation (other than with any of the Company's subsidiaries), the consummation of which would result in the shareholders of the Company 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 Company's Board of Directors occurs with the result that the members of the Board on the Effective Date (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 2 3 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 the Company) 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) "Cause" shall have the meaning set forth in the Employment Agreement and shall be subject to the procedures set forth herein. (f) "Good Reason" means the occurrence of any of the following without the prior written consent of the Executive: (i) removal from the position of Executive Vice President or Chief Financial Officer held by the Executive with respect to the Company or any of its significant subsidiaries (as defined in Regulation S-X under the Securities Exchange Act of 1934) on the 181st day prior to the Change-in-Control or any senior position that the Executive subsequently achieves; (ii) the assignment of duties or responsibilities materially inconsistent with those customarily associated with the position held by the Executive on the 181st day prior to the Change-in-Control or any senior position that the Executive subsequently achieves (alternatively, the "Measuring Position"), or any other action by the Company or a successor that results in a diminution of the Executive's position, authority, duties or responsibilities compared to the Measuring Position, other than an isolated action that is not taken in bad faith and is remedied by the Company or a successor promptly after receipt of written notice thereof from the Executive; (iii) a reduction in the Executive's annual base salary or a material reduction in any other material benefit provided the Executive by the Company; (iv) notice by the Company not to extend the Employment Agreement; (v) the relocation of the Executive's principal place of employment to a location more than fifty (50) miles from the Executive's principal place of employment (unless such relocation does not increase the Executive's commute by more than twenty (20) miles) on the 181st day prior to the Change-in-Control, except for required travel on the Company's business to an extent substantially consistent with the Executive's business travel obligations as of such day; or 3 4 (vi) the failure by the Company to obtain an agreement from any successor to assume and agree to perform this Agreement. (g) "Circumstances of Ineligibility" means any one or more of the following circumstances: (i) DEATH, DISABILITY OR VOLUNTARY TERMINATION. If the Executive is terminated due to death or Disability (as defined in the Employment Agreement) or if the Executive elects to voluntarily terminate his employment, including a termination due to retirement, with the Company or a successor, the Executive shall not be eligible to receive the Change-in-Control Payment; PROVIDED, HOWEVER, that termination of employment by the Executive for Good Reason shall not constitute a Circumstance of Ineligibility. (ii) TERMINATION FOR CAUSE. If the Executive's employment with the Company or a successor is terminated for Cause at any time preceding or following a Change-in-Control, the Executive shall not be eligible to receive the Change-in-Control Payment. 3. TIME OF PAYMENT OF CHANGE-IN-CONTROL PAYMENT The Change-in-Control Payment (if any) shall be paid to the Executive in cash in a lump sum within 10 business days following the later of (i) the date of the termination of the Executive's employment with the Company or the successor or (ii) the date of the Change-in-Control. 4. VESTING OF RESTRICTED STOCK AND STOCK OPTIONS Upon the occurrence of a Change-in-Control, any and all stock awards under the General Cable Corporation Stock Incentive Plan (the "Stock Incentive Plan") shall become fully vested and immediately exercisable and shall remain exercisable until their expiration in accordance with the terms of the Stock Incentive Plan. 5. CONTINUATION OF EXECUTIVE WELFARE BENEFITS Notwithstanding anything contained herein to the contrary, if the Executive is entitled to receive the Change-in-Control Payment, the Company or any of its subsidiaries or successor shall continue his participation, as if he were still an employee, in the medical, dental, hospitalization and life insurance plans, programs and/or arrangements of the Company or any of its subsidiaries in which he was participating on the date of the termination of his employment (or on the 181st day prior to the Change-in-Control, if more favorable to the Executive) on the same terms and conditions as other executives under such plans, programs and/or arrangements until 4 5 the earlier of (i) the end of the 24-month period following the date of the termination of his employment or (ii) the date, or dates, he receives equivalent coverage and benefits under the plans, programs and/or arrangements of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis). 6. GROSS-UP (a) Whether or not the Executive becomes entitled to the Change-in-Control Payment, if any of the payments or benefits received or to be received by the Executive in connection with a Change-in-Control or the Executive's termination of employment (whether such payments or benefits are provided pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change-in-Control or any person affiliated with the Company or such person) (such payments or benefits, excluding the Gross-Up Payment, being hereinafter referred to as the "Total Payments") would be subject to the excise tax (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") equal to the Excise Tax plus related federal, state and local income, excise, and employment taxes. The intent of the Gross-Up Payment is to ensure that the Executive does not bear the cost of the Excise Tax or any tax associated with the Company's reimbursement of the Excise Tax. (b) For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) all of the Total Payments shall be treated as "parachute payments" (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel ("Tax Counsel") selected by the Company and reasonably acceptable to the Executive, such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, (ii) all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the "base amount" (as defined in Section 280G(b)(3) of the Code) allocable to such payment, or are otherwise not subject to the Excise Tax, and (iii) the value of any noncash benefits or any deferred payment or benefit shall be determined by Tax Counsel in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. 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 the Executive's termination of employment net of the 5 6 maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (c) 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 five (5) business 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 Section 1274(b)(2)(B) of the Code. 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 five (5) business 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. 7. MISCELLANEOUS (a) NO EMPLOYMENT AGREEMENT. This Agreement does not constitute a contract of employment or impose on the Company any obligation to retain the Executive as an employee. (b) DEDUCTIONS AND WITHHOLDING. The Executive agrees that the Company shall withhold from any and all compensation required to be paid to the Executive pursuant to this Agreement all federal, state, local and/or other taxes which the Company determines are required to be withheld in accordance with applicable statutes and/or regulations from time to time in effect. (c) WAIVER AND RELEASE. The Executive acknowledges that (i) the Change-in-Control Payment is in excess of the amounts that the Executive would otherwise be entitled to receive under any employment or severance agreement, plan, program or arrangement of the Company or between the Company and the Executive and (ii) the Company has no obligation to enter into this Agreement. In consideration of the Company assuming these additional obligations and entering into this Agreement, 6 7 the Executive agrees to execute a customary release of all claims related to the Executive's employment or termination thereof, in substantially the same form as annexed hereto other than any modifications which may be required to effectuate such release based upon any changes in law. (d) ARBITRATION. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration conducted in Cincinnati, Ohio under the Commercial Arbitration Rules then prevailing of the American Arbitration Association and such submission shall request the American Arbitration Association to: (i) appoint an arbitrator experienced and knowledgeable concerning the matter then in dispute; (ii) require the testimony to be transcribed; (iii) require the award to be accompanied by findings of fact and a statement of reasons for the decision; and (iv) request the matter to be handled by and in accordance with the expedited procedures provided for in the Commercial Arbitration Rules. The determination of the arbitrators, which shall be based upon a de novo interpretation of this Agreement, shall be final and binding and judgment may be entered on the arbitrators' award in any court having jurisdiction. All costs of the American Arbitration Association and the arbitrator shall be borne by the Company, unless the position advanced by the Executive is determined by the arbitrator to be frivolous in nature. (e) LEGAL FEES. The Company or the successor shall pay to the Executive all reasonable legal fees and expenses incurred by the Executive in disputing in good faith any issues hereunder relating to the termination of the Executive's employment, in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder. Such payments shall be made within 30 days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require. The Company or the successor shall pay to the Executive interest at the prime lending rate as announced from time to time by The Chase Manhattan Bank on all or any part of the Change-in-Control Payment that is not paid when due. The prime rate for each calendar quarter shall be the prime rate in effect on the first day of the calendar quarter. (f) NO DUTY TO MITIGATE/SET-OFF. The Company agrees that if the Executive's employment with the Company or a successor is terminated during the Term, the Executive shall not be required to seek other employment. Further, the amount of any payment or benefit hereunder shall not be reduced by any compensation earned by the Executive or any benefit provided to the Executive as the result of employment by another employer or otherwise, except as provided in Paragraph 5 or 7(g) hereof. The Company's obligations to make any payment or provide any benefit hereunder shall not be affected by any circumstances, including, without limitation, any 7 8 set-off, counterclaim, recoupment, defense or other right which the Company or a successor corporation may have against the Executive. (g) OFFSET. The Change-in-Control Payment shall be reduced by any severance payment made by the Company or any subsidiary of the Company to the Executive pursuant to (i) any severance plan, program, policy or arrangement of the Company or any subsidiary of the Company, (ii) the Employment Agreement or any other employment agreement between the Company or any subsidiary of the Company and the Executive, and (iii) any federal, state or local statute, rule, regulation or ordinance. (h) ENTIRE AGREEMENT. This Agreement embodies the entire agreement of the parties with respect to any payment due the Executive in the event of a Change-in-Control and supersedes any other prior oral or written agreements between the Executive and the Company with respect thereto, except that nothing herein shall be construed to adversely affect the Executive's right to receive any non-duplicative payment or benefit to which he is entitled under the Employment Agreement or any other employment agreement between the Company or any subsidiary of the Company and the Executive in connection with his termination of employment. No party may amend, modify or terminate this Agreement without the express written consent of the other party. (i) BINDING 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, devises and legatees. (j) GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Kentucky without reference to principles of conflict of laws. (k) COUNTERPARTS. This Agreement may be executed and delivered in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute one and the same agreement. 8 9 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above. GENERAL CABLE CORPORATION By: /s/ Robert J. Siverd --------------------------- ACCEPTED AND AGREED TO as of the date first written above By: /s/ Christopher F. Virgulak ----------------------------------- Christopher F. Virgulak 9 EX-10.40 10 EXHIBIT 10.40 1 Exhibit 10.40 CHANGE-IN-CONTROL AGREEMENT --------------------------- (Amended and Restated as of April 28, 2000) AGREEMENT, made and entered into as of the 28th day of April, 2000 (the "Effective Date") by and between General Cable Corporation, a Delaware corporation (the "Company"), and Robert J. Siverd (the "Executive"). W I T N E S S E T H : - - - - - - - - - - WHEREAS, the Executive is a key employee of the Company or one of its subsidiaries; and WHEREAS, the Company and the Executive are parties to a change-in-control agreement effective as of October 18, 1999, which is currently in effect (the "Prior Change-in-Control Agreement"); and WHEREAS, effective upon the Effective Date it is intended that the Prior Change-in-Control Agreement be amended and restated as set forth herein; NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, the Company and the Executive agree as follows: 1. TERM This Agreement shall become effective upon the Effective Date and shall terminate and be of no further force or effect upon the expiration of the Employment Agreement (the "Term"); provided, however, that, if a Change-in-Control shall have occurred during the Term or within six months after Executive's employment terminates, as described in Paragraph 2(a) hereof, the Term shall expire on the last day of the twenty-fourth (24th) month following the month in which the Change-in-Control occurs. 2. TERMINATION OF EXECUTIVE'S EMPLOYMENT PRIOR TO OR FOLLOWING A CHANGE-IN-CONTROL (a) If the Executive's employment is terminated by the Company or any of its subsidiaries or by the Company's successor without Cause (as hereinafter defined), or the Executive terminates his employment with the Company or any of its subsidiaries or with the Company's successor for Good Reason (as hereinafter defined), and such termination occurs within six months preceding, or within two years 2 following, a Change-in-Control, the Executive shall be entitled to receive a Change-in-Control Payment (as hereinafter defined). (b) Notwithstanding the foregoing, the Executive shall not be entitled to receive the Change-in-Control Payment if any of the Circumstances of Ineligibility (as hereinafter defined) apply to the Executive. (c) "Change-in-Control Payment" means the product of (i) two times (ii) the sum of (x) the Executive's annual base salary at the time of the termination of the Executive's employment (or, in the case of a termination of employment for Good Reason based on a reduction of the Executive's annual base salary, the annual base salary in effect immediately prior to such reduction) plus (y) the Executive's target annual incentive bonus in effect for the year in which the Executive's employment is terminated or the year in which the Change-in-Control occurs, whichever target bonus is greater. The target annual incentive bonus for this purpose shall not be less than 90% of the Executive's Base Salary in effect in the relevant year. (d) "Change-in-Control" means that any of the following has occurred: (i) any person or other entity (other than any of the Company's subsidiaries or any employee benefit plan sponsored by the Company 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 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 the Company normally entitled to vote for the election of directors of the Company (the "Voting Stock"), (ii) the stockholders of the Company approve the sale of all or substantially all of the property or assets of the Company and such sale occurs; (iii) the stockholders of the Company approve a consolidation or merger of the Company with another corporation (other than with any of the Company's subsidiaries), the consummation of which would result in the shareholders of the Company 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 Company's Board of Directors occurs with the result that the members of the Board on the Effective Date (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 2 3 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 the Company) 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) "Cause" shall have the meaning set forth in the Employment Agreement and shall be subject to the procedures set forth herein. (f) "Good Reason" means the occurrence of any of the following without the prior written consent of the Executive: (i) removal from the positions of Executive Vice President, General Counsel or Secretary held by the Executive with respect to the Company or any of its significant subsidiaries (as defined in Regulation S-X under the Securities Exchange Act of 1934) on the 181st day prior to the Change-in-Control or any senior position that the Executive subsequently achieves; (ii) the assignment of duties or responsibilities materially inconsistent with those customarily associated with the position held by the Executive on the 181st day prior to the Change-in-Control or any senior position that the Executive subsequently achieves (alternatively, the "Measuring Position"), or any other action by the Company or a successor that results in a diminution of the Executive's position, authority, duties or responsibilities compared to the Measuring Position, other than an isolated action that is not taken in bad faith and is remedied by the Company or a successor promptly after receipt of written notice thereof from the Executive; (iii) a reduction in the Executive's annual base salary or a material reduction in any other material benefit provided the Executive by the Company; (iv) notice by the Company not to extend the Employment Agreement; (v) the relocation of the Executive's principal place of employment to a location more than fifty (50) miles from the Executive's principal place of employment (unless such relocation does not increase the Executive's commute by more than twenty (20) miles) on the 181st day prior to the Change-in-Control, except for required travel on the Company's business to an extent substantially consistent with the Executive's business travel obligations as of such day; or 3 4 (vi) the failure by the Company to obtain an agreement from any successor to assume and agree to perform this Agreement. (g) "Circumstances of Ineligibility" means any one or more of the following circumstances: (i) DEATH, DISABILITY OR VOLUNTARY TERMINATION. If the Executive is terminated due to death or Disability (as defined in the Employment Agreement) or if the Executive elects to voluntarily terminate his employment, including a termination due to retirement, with the Company or a successor, the Executive shall not be eligible to receive the Change-in-Control Payment; PROVIDED, HOWEVER, that termination of employment by the Executive for Good Reason shall not constitute a Circumstance of Ineligibility. (ii) TERMINATION FOR CAUSE. If the Executive's employment with the Company or a successor is terminated for Cause at any time preceding or following a Change-in-Control, the Executive shall not be eligible to receive the Change-in-Control Payment. 3. TIME OF PAYMENT OF CHANGE-IN-CONTROL PAYMENT The Change-in-Control Payment (if any) shall be paid to the Executive in cash in a lump sum within 10 business days following the later of (i) the date of the termination of the Executive's employment with the Company or the successor or (ii) the date of the Change-in-Control. 4. VESTING OF RESTRICTED STOCK AND STOCK OPTIONS Upon the occurrence of a Change-in-Control, any and all stock awards under the General Cable Corporation Stock Incentive Plan (the "Stock Incentive Plan") shall become fully vested and immediately exercisable and shall remain exercisable until their expiration in accordance with the terms of the Stock Incentive Plan. 5. CONTINUATION OF EXECUTIVE WELFARE BENEFITS Notwithstanding anything contained herein to the contrary, if the Executive is entitled to receive the Change-in-Control Payment, the Company or any of its subsidiaries or successor shall continue his participation, as if he were still an employee, in the medical, dental, hospitalization and life insurance plans, programs and/or arrangements of the Company or any of its subsidiaries in which he was participating on the date of the termination of his employment (or on the 181st day prior to the Change-in-Control, if more favorable to the Executive) on the same terms and conditions as other executives under such plans, programs and/or arrangements until 4 5 the earlier of (i) the end of the 24-month period following the date of the termination of his employment or (ii) the date, or dates, he receives equivalent coverage and benefits under the plans, programs and/or arrangements of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis). 6. GROSS-UP (a) Whether or not the Executive becomes entitled to the Change-in-Control Payment, if any of the payments or benefits received or to be received by the Executive in connection with a Change-in-Control or the Executive's termination of employment (whether such payments or benefits are provided pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a Change-in-Control or any person affiliated with the Company or such person) (such payments or benefits, excluding the Gross-Up Payment, being hereinafter referred to as the "Total Payments") would be subject to the excise tax (the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") equal to the Excise Tax plus related federal, state and local income, excise, and employment taxes. The intent of the Gross-Up Payment is to ensure that the Executive does not bear the cost of the Excise Tax or any tax associated with the Company's reimbursement of the Excise Tax. (b) For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) all of the Total Payments shall be treated as "parachute payments" (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel ("Tax Counsel") selected by the Company and reasonably acceptable to the Executive, such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, (ii) all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the "base amount" (as defined in Section 280G(b)(3) of the Code) allocable to such payment, or are otherwise not subject to the Excise Tax, and (iii) the value of any noncash benefits or any deferred payment or benefit shall be determined by Tax Counsel in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. 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 the Executive's termination of employment net of the 5 6 maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (c) 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 five (5) business 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 Section 1274(b)(2)(B) of the Code. 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 five (5) business 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. 7. MISCELLANEOUS (a) NO EMPLOYMENT AGREEMENT. This Agreement does not constitute a contract of employment or impose on the Company any obligation to retain the Executive as an employee. (b) DEDUCTIONS AND WITHHOLDING. The Executive agrees that the Company shall withhold from any and all compensation required to be paid to the Executive pursuant to this Agreement all federal, state, local and/or other taxes which the Company determines are required to be withheld in accordance with applicable statutes and/or regulations from time to time in effect. (c) WAIVER AND RELEASE. The Executive acknowledges that (i) the Change-in-Control Payment is in excess of the amounts that the Executive would otherwise be entitled to receive under any employment or severance agreement, plan, program or arrangement of the Company or between the Company and the Executive and (ii) the Company has no obligation to enter into this Agreement. In consideration of the Company assuming these additional obligations and entering into this Agreement, 6 7 the Executive agrees to execute a customary release of all claims related to the Executive's employment or termination thereof, in substantially the same form as annexed hereto other than any modifications which may be required to effectuate such release based upon any changes in law. (d) ARBITRATION. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration conducted in Cincinnati, Ohio under the Commercial Arbitration Rules then prevailing of the American Arbitration Association and such submission shall request the American Arbitration Association to: (i) appoint an arbitrator experienced and knowledgeable concerning the matter then in dispute; (ii) require the testimony to be transcribed; (iii) require the award to be accompanied by findings of fact and a statement of reasons for the decision; and (iv) request the matter to be handled by and in accordance with the expedited procedures provided for in the Commercial Arbitration Rules. The determination of the arbitrators, which shall be based upon a de novo interpretation of this Agreement, shall be final and binding and judgment may be entered on the arbitrators' award in any court having jurisdiction. All costs of the American Arbitration Association and the arbitrator shall be borne by the Company, unless the position advanced by the Executive is determined by the arbitrator to be frivolous in nature. (e) LEGAL FEES. The Company or the successor shall pay to the Executive all reasonable legal fees and expenses incurred by the Executive in disputing in good faith any issues hereunder relating to the termination of the Executive's employment, in seeking in good faith to obtain or enforce any benefit or right provided by this Agreement or in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code to any payment or benefit provided hereunder. Such payments shall be made within 30 days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require. The Company or the successor shall pay to the Executive interest at the prime lending rate as announced from time to time by The Chase Manhattan Bank on all or any part of the Change-in-Control Payment that is not paid when due. The prime rate for each calendar quarter shall be the prime rate in effect on the first day of the calendar quarter. (f) NO DUTY TO MITIGATE/SET-OFF. The Company agrees that if the Executive's employment with the Company or a successor is terminated during the Term, the Executive shall not be required to seek other employment. Further, the amount of any payment or benefit hereunder shall not be reduced by any compensation earned by the Executive or any benefit provided to the Executive as the result of employment by another employer or otherwise, except as provided in Paragraph 5 or 7(g) hereof. The Company's obligations to make any payment or provide any benefit hereunder shall not be affected by any circumstances, including, without limitation, any 7 8 set-off, counterclaim, recoupment, defense or other right which the Company or a successor corporation may have against the Executive. (g) OFFSET. The Change-in-Control Payment shall be reduced by any severance payment made by the Company or any subsidiary of the Company to the Executive pursuant to (i) any severance plan, program, policy or arrangement of the Company or any subsidiary of the Company, (ii) the Employment Agreement or any other employment agreement between the Company or any subsidiary of the Company and the Executive, and (iii) any federal, state or local statute, rule, regulation or ordinance. (h) ENTIRE AGREEMENT. This Agreement embodies the entire agreement of the parties with respect to any payment due the Executive in the event of a Change-in-Control and supersedes any other prior oral or written agreements between the Executive and the Company with respect thereto, except that nothing herein shall be construed to adversely affect the Executive's right to receive any non-duplicative payment or benefit to which he is entitled under the Employment Agreement or any other employment agreement between the Company or any subsidiary of the Company and the Executive in connection with his termination of employment. No party may amend, modify or terminate this Agreement without the express written consent of the other party. (i) BINDING 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, devises and legatees. (j) GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Kentucky without reference to principles of conflict of laws. (k) COUNTERPARTS. This Agreement may be executed and delivered in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute one and the same agreement. 8 9 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above. GENERAL CABLE CORPORATION By: /s/ Stephen Rabinowitz ---------------------- ACCEPTED AND AGREED TO as of the date first written above By: /s/ Robert J. Siverd --------------------- Robert J. Siverd 9 EX-18 11 EXHIBIT 18 1 EXHIBIT 18 General Cable Corporation 4 Tesseneer Drive Highland Heights, Kentucky 41076 At your request, we have read the description included in your Quarterly Report on Form 10-Q to the Securities and Exchange Commission for the quarter ended March 31, 2000, of the facts relating to the change in the method of accounting for the North American inventory, excluding copper and aluminum, from the first in first out (FIFO) method to the last in first out (LIFO) method. We believe, on the basis of the facts so set forth and other information furnished to us by appropriate officials of the Company, that the accounting change described in your Form 10-Q is to an alternative accounting principle that is preferable under the circumstances. We have not audited any consolidated financial statements of General Cable Corporation and its consolidated subsidiaries as of any date or for any period subsequent to December 31, 1999. Therefore, we are unable to express, and we do not express, an opinion on the facts set forth in the above-mentioned Form 10-Q, on the related information furnished to us by officials of the Company, or on the financial position, results of operations, or cash flows of General Cable Corporation and its consolidated subsidiaries as of any date or for any period subsequent to December 31, 1999. /s/ Deloitte & Touche LLP Cincinnati, Ohio April 18, 2000 EX-27 12 EXHIBIT 27

<ARTICLE> 5 <MULTIPLIER> 1,000 <PERIOD-TYPE> 3-MOS <FISCAL-YEAR-END> DEC-31-2000 <PERIOD-START> JAN-01-2000 <PERIOD-END> MAR-31-2000 <CASH> 34,900 <SECURITIES> 0 <RECEIVABLES> 539,400 <ALLOWANCES> 19,300 <INVENTORY> 464,200 <CURRENT-ASSETS> 1,098,400 <PP&E> 429,100 <DEPRECIATION> 102,949 <TOTAL-ASSETS> 1,626,400 <CURRENT-LIABILITIES> 578,900 <BONDS> 0 <PREFERRED-MANDATORY> 0 <PREFERRED> 0 <COMMON> 400 <OTHER-SE> 156,900 <TOTAL-LIABILITY-AND-EQUITY> 1,626,400 <SALES> 716,800 <TOTAL-REVENUES> 716,800 <CGS> 631,900 <TOTAL-COSTS> 711,700 <OTHER-EXPENSES> 0 <LOSS-PROVISION> 0 <INTEREST-EXPENSE> 19,400 <INCOME-PRETAX> (13,900) <INCOME-TAX> 4,900 <INCOME-CONTINUING> 0 <DISCONTINUED> 0 <EXTRAORDINARY> 0 <CHANGES> 0 <NET-INCOME> (9,000) <EPS-BASIC> (0.26) <EPS-DILUTED> (0.26)

-----END PRIVACY-ENHANCED MESSAGE-----

EX-10.32

   1
                                                                   EXHIBIT 10.32


                                    SECOND AMENDMENT, CONSENT AND WAIVER dated
                           as of March 9, 2000 (this "Amendment"), to the Credit
                           Agreement dated as of May 28, 1999, as amended by the
                           First Amendment dated as of October 8, 1999 (the
                           "Credit Agreement"), among GENERAL CABLE CORPORATION
                           (the "Company"), GK TECHNOLOGIES, INCORPORATED,
                           GENERAL CABLE HOLDINGS (UK) LIMITED, GENERAL CABLE
                           ACQUISITIONS (SPAIN), S.A., GENERAL CABLE HOLDINGS,
                           INC., the other BORROWING SUBSIDIARIES from time to
                           time party thereto, the LENDERS from time to time
                           party thereto, THE CHASE MANHATTAN BANK, as
                           administrative agent (in such capacity, the
                           "Administrative Agent") and as collateral agent for
                           the Lenders (in such capacity, the "Collateral
                           Agent"), CHASE MANHATTAN INTERNATIONAL LIMITED, as
                           London Agent, and BANK ONE, MICHIGAN, MERRILL LYNCH
                           CAPITAL CORPORATION and PNC BANK, NATIONAL
                           ASSOCIATION, as Co-Documentation Agents.

                  A. Pursuant to the Credit Agreement, the Lenders and the
Issuing Bank have agreed to extend credit to the Borrowers on the terms and
subject to the conditions set forth therein.

                  B. The Company has informed the Administrative Agent that it
intends to complete the European Asset Sale (as defined herein) and has
requested that the Lenders consent to and grant the limited waiver necessary to
effectuate such transaction.

                  C. The Company has also requested that the Required Lenders
amend certain provisions of the Credit Agreement.

                  D. The Required Lenders are willing to grant such amendments,
consents and waivers on the terms and subject to the conditions set forth in
this Amendment.

                  E. Each capitalized term used and not otherwise defined herein
shall have the meaning assigned to it in the Credit Agreement.

                  Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowdged, the parties hereto agree as follows:

                  SECTION 1. AMENDMENT OF CREDIT AGREEMENT. The undersigned
Lenders, constituting the Required Lenders, hereby agree that the Credit
Agreement shall

   2

                                                                               2

be amended as set forth below, effective as of the Amendment Effective Date (as
defined below):

                  (a) AMENDMENT OF SECTION 1.01. Section 1.01 of the Credit
Agreement is hereby amended as follows:

                  (i) the definition of "EBITDA" is hereby amended by inserting
         the following after the period at the end of the definition:

                  "Solely for purposes of determining compliance with the
                  covenants contained in Article VI, and not for purposes of
                  determining the Applicable Rate, following the completion of
                  the European Asset Sale, EBITDA for any period of four fiscal
                  quarters ending after March 31, 2000, and including the
                  quarter during which such sale shall have been completed shall
                  be determined on a pro forma basis giving effect to such sale
                  (and excluding that portion of EBITDA attributable to the
                  assets sold therein) as if such sale had occurred on the first
                  day of such period."

                  (ii) the following new definition of "European Asset Sale" is
         hereby inserted in its proper alphabetical position:

                           ""EUROPEAN ASSET SALE" means the sale to Pirelli Cavi
                  E Sistemi s.p.a., for cash consideration of approximately
                  $216,000,000, of certain non-US Subsidiaries, pursuant to and
                  as provided in the Share Purchase Agreement dated as of
                  February 9, 2000 in the form heretofore delivered to the
                  Administrative Agent."

                  (iii) the definition of "Interest Expense" is hereby amended
         by inserting the following after the period at the end of the
         definition:

                  "Solely for purposes of determining compliance with the
                  covenants contained in Article VI, and not for purposes of
                  determining the Applicable Rate, following the completion of
                  the European Asset Sale, Interest Expense for any period of
                  four fiscal quarters ending after March 31, 2000, and
                  including the quarter during which such sale shall have been
                  completed shall be determined on a pro forma basis giving
                  effect to such sale and to any repayment of Indebtedness with
                  the proceeds thereof (and excluding that portion of Interest
                  Expense attributable to such Indebtedness, assuming for such
                  purpose that such Indebtedness bore interest at all times
                  during such period at the rate applicable to Eurocurrency
                  Tranche A Term Loans on the date of such sale) as if such sale
                  had occurred on the first day of such period."


   3

                                                                               3


                  (b) AMENDMENT OF SECTION 6.04. Section 6.04 of the Credit
Agreement is hereby amended by the insertion of the following new sentence at
the end of paragraph (a) thereof:

                  "Notwithstanding the foregoing, the Company and the
Subsidiaries may complete the European Asset Sale."

                  (c) AMENDMENT OF SECTION 6.10. (a) Section 6.10 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:

         "SECTION 6.10. LEVERAGE RATIO. The Company will not permit the Leverage
         Ratio at any time during any of the periods set forth below to exceed
         the ratio set forth opposite such period:


         Period                                                   Ratio
         ------                                                   -----

9/30/99 through 12/31/99                                       4.25:1.00

1/1/00 through 3/31/00                                         6.25:1.00

4/1/00 through 6/30/00                                         6.50:1.00

7/1/00 through 9/30/00                                         4.50:1.00

10/1/00 through 12/31/00                                       4.50:1.00

1/1/01 through 6/30/01                                         3.75:1.00

7/1/01 through  6/30/02                                        3.25:1:00

7/1/02 through 6/30/03                                         2.75:1.00

7/1/03 and thereafter                                          2.50:1.00".



                  (d) AMENDMENT OF SECTION 6.11. Section 6.11 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:

         "SECTION 6.11. INTEREST COVERAGE RATIO. The Company will not permit the
         Interest Coverage Ratio for any period of four fiscal quarters ending
         during any of the periods set forth below to be less than the ratio set
         forth opposite such period:


   4

                                                                               4




         Period                                                   Ratio
         ------                                                   -----


9/30/99 through 12/31/99                                       2.75:1.00

1/1/00 through 3/31/00                                         1.75:1.00

4/1/00 through 6/30/00                                         1.50:1.00

7/1/00 through 9/30/00                                         2.25:1.00

10/1/00 through 12/31/00                                       2.25:1.00

1/1/01 through 6/30/01                                         3.25:1.00

7/1/01 through 6/30/02                                         3.75:1.00

7/1/02 through 6/30/03                                         4.25:1.00

7/1/03 and thereafter                                          4.50:1.00".

                  SECTION 2. APPLICATION OF PROCEEDS. The Company agrees that,
substantially simultaneously with (and in any event not later than the next
Business Day following) the receipt of the Net Proceeds from the European Asset
Sale, it will apply such Net Proceeds to prepay outstanding Term Loans, such
proceeds to be allocated pro rata among the Tranche A-1 Term Borrowings, Tranche
A-2 Term Borrowings and Tranche B Term Borrowings, in accordance with the
provisions of the Credit Agreement.

                  SECTION 3. CERTAIN AGREEMENTS. The Borrower agrees that (i)
concurrently with the delivery of any financial statements required by Section
5.01(a) of the Credit Agreement, the Borrower shall deliver a budget for the
following fiscal year, with all calculations provided therein made on a
quarterly basis and (ii) on any financial statements provided pursuant to
Section 5.01(b) of the Credit Agreement, in addition to reporting actual results
on all calculations the Borrower shall provide a comparison between the actual
results for the quarter (or fiscal year) being reported on and the projected
results previously reported in the budget referred to in (i) above.

                  SECTION 4. REPRESENTATIONS AND WARRANTIES. To induce the other
parties hereto to enter into this Amendment, the Company and each Borrowing
Subsidiary represents and warrants to each of the Lenders, the Administrative
Agent and the Collateral Agent that, as of the Amendment Effective Date:


                  (a) The representations and warranties set forth in Article
III of the Credit Agreement are true and correct in all material respects on and
as of the Amendment

   5

                                                                               5


Effective Date with the same effect as though made on and as of the Amendment
Effective Date, except to the extent such representations and warranties
expressly relate to an earlier date.

                  (b) No Default or Event of Default has occurred and is
continuing.

                  SECTION 5. EFFECTIVENESS. This Amendment shall become
effective when the Administrative Agent shall have received counterparts of this
Amendment that, when taken together, bear the signatures of the Company, each
Borrowing Subsidiary, each Subsidiary Guarantor and the Required Lenders (the
"Amendment Effective Date").

                  SECTION 6. EFFECT OF AMENDMENT. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of or otherwise affect the rights and remedies of the
Lenders, the Administrative Agent, the Collateral Agent or the Loan Parties
under the Credit Agreement or any other Loan Document, and shall not alter,
modify, amend or in any way affect any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any other provision
of the Credit Agreement or any other Loan Document, all of which are ratified
and affirmed in all respects and shall continue in full force and effect.
Nothing herein shall be deemed to entitle the Borrowers to a consent to, or a
waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document in similar or different circumstances. This
Amendment shall apply and be effective only with respect to the provisions of
the Credit Agreement specifically referred to herein. This Amendment shall
constitute a "Loan Document" for all purposes of the Credit Agreement and the
other Loan Documents.

                  SECTION 7. COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument.
Delivery of any executed counterpart of a signature page of this Amendment by
facsimile transmission shall be as effective as delivery of a manually executed
counterpart hereof.

                  SECTION 8. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  SECTION 9. EXPENSES. The Company agrees to pay the reasonable
out of pocket expenses incurred by the Administrative Agent in connection with
the preparation of this Amendment including the reasonable fees, disbursements
and other charges of its counsel.



   6

                                                                              6


                  SECTION 10. HEADINGS. The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof.



                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their duly authorized officers, all as of the
date and year first above written.

                                    GENERAL CABLE CORPORATION,

                                      by
                                        ----------------------------------------
                                        Name:
                                        Title:


                                    GK TECHNOLOGIES, INCORPORATED,

                                      by
                                        ----------------------------------------
                                        Name:
                                        Title:


                                    GENERAL CABLE HOLDINGS, INC.,

                                      by
                                        ----------------------------------------
                                        Name:
                                        Title:


                                    GENERAL CABLE HOLDINGS (UK) LIMITED,

                                      by
                                        ----------------------------------------
                                        Name:
                                        Title:


                                    GENERAL CABLE ACQUISITIONS (SPAIN), S.A.,

                                      by
                                        ----------------------------------------
                                        Name:
                                        Title:



                                    THE CHASE MANHATTAN BANK, individually, as
                                    Administrative Agent and as Collateral
                                    Agent,

                                      by
                                        ----------------------------------------
                                        Name:
                                        Title:


                                    CHASE MANHATTAN INTERNATIONAL LIMITED, as
                                    London Agent,

                                      by
                                        ----------------------------------------
                                        Name:
                                        Title:

EX-10.33

   1

                                                                   Exhibit 10.33



                              EMPLOYMENT AGREEMENT
                              --------------------

                   (Amended and Restated as of April 28, 2000)

                  Agreement made and entered into this 28th day of April, 2000
(the "Effective Date"), by and between General Cable Corporation, a Delaware
corporation (the "Company") and Stephen Rabinowitz (the "Executive").

                              W I T N E S S E T H:
                               -------------------

                  WHEREAS, the Executive and the Company are parties to an
employment agreement effective as of October 18, 1999, which is currently in
effect (the "Employment Arrangement"); and

                  WHEREAS, effective upon the Effective Date it is intended that
the Employment Arrangement be amended and restated as set forth herein;

                  NOW THEREFORE, in consideration of the mutual covenants
hereinafter set forth, the parties hereto agree as follows:

                  1. TERM OF EMPLOYMENT.

                  Commencing on the Effective Date, the Company shall employ the
Executive, and the Executive shall continue employment and shall serve the
Company, in such capacities, with such duties and authority, for such period, at
such level of compensation and with such benefits, and upon such other terms and
subject to such other conditions, as are hereinafter set forth. The term of the
Executive's employment hereunder shall commence on the Effective Date and,
unless previously terminated as provided herein, shall continue until the third
anniversary of the Effective Date (the "Employment Period"); PROVIDED, HOWEVER,
that commencing on the second anniversary of the Effective Date and each
anniversary thereafter, the Employment Period shall automatically be extended
for one additional year unless not later than one hundred twenty (120) days
prior to such anniversary, the Company or the Executive shall have given written
notice to the other not to extend the Employment Period.

                  2. CAPACITIES, DUTIES AND AUTHORITY.

                  (a) Effective on the Effective Date and throughout the
Employment Period, the Executive shall be entitled to serve as, Chief Executive
Officer of the Company, GK Technologies, Incorporated, a New Jersey corporation
("GK"), BICC



   2

General Cable Industries, Inc., a Delaware corporation ("BICC General"), and
such other affiliates of the Company, GK or BICC General as the Board of
Directors of the Company (the "Company's Board") shall request. The Company, GK,
BICC General and such other affiliates are hereinafter referred to collectively
as the "Group."

                  (b) In his capacity as Chief Executive Officer of each of the
members of the Group, the Executive shall have such authority, perform such
duties, discharge such responsibilities and render such services as are
customary to and consistent with such positions, subject to the authority and
direction of the relevant board of directors.

                  (c) The Executive shall render his services diligently,
faithfully and to the best of his ability, devoting thereto his entire business
time, energy and skills on an exclusive basis and, without the prior written
consent of the Company's Board, the Executive shall not render services to or
for the account of any person, firm or corporation other than a member of the
Group.

                  3. COMPENSATION.

                  (a) The Executive shall be paid a base salary during the
Employment Period at the annual rate of Six Hundred Seventy-Five Thousand
Dollars ($675,000), payable in accordance with the regular payroll practices of
the Company. The Compensation Committee of the Company's Board (the
"Compensation Committee") shall annually review the Executive's performance and
determine, in its sole discretion, whether or not to increase the Executive's
base salary and, if so, the amount of such increase. The Executive's base salary
as in effect from time to time is hereinafter referred to as the "Base Salary."

                  (b) The Executive shall be entitled to participate in the
General Cable Corporation 1999 Incentive Bonus Program and any performance-based
annual bonus program for senior executives of the Company for fiscal years after
1999 (a "Future Bonus Plan") on such terms and conditions as determined in the
discretion of the Compensation Committee. For purposes of the obligations of the
Company on termination of employment of the Executive, the target bonus amount
under any Future Bonus Plan shall be not less than 120% of the Executive's Base
Salary in effect in the year that employment is terminated.

                  4. EMPLOYEE BENEFIT PROGRAMS.

                  (a) During the Employment Period, the Executive shall be
entitled to four (4) weeks vacation and to participate in and have the benefit
of all group life, disability, hospital, surgical and major medical insurance
plans and programs and other employee benefit plans and programs as generally
are made available to executive personnel of the Group, as such benefit plans or
programs may be amended in the sole



                                       2
   3

discretion of the Group members and with the concurrence of the Compensation
Committee, from time to time.

                  (b) During the Employment Period, the Executive shall be
entitled to receive or participate in fringe benefit arrangements that provide
automobile, club dues, tax services and financial planning in accordance with
the terms and conditions of such arrangements as may be in effect from time to
time.

                  5. STOCK OPTIONS

                  The Company has adopted, and the stockholders of the Company
have approved the adoption of, the General Cable Corporation Stock Incentive
Plan (the "Stock Incentive Plan"). The Executive shall be eligible to receive
grants under the Stock Incentive Plan during the Employment Period as determined
by the Compensation Committee of the Company's Board in its sole discretion.

                  6. RESTRICTED STOCK AND OTHER STOCK AWARDS

                  During the Employment Period, the Executive shall be eligible
to receive grants of restricted stock and other stock awards ("Stock Awards") in
such amounts and subject to such terms as determined by the Compensation
Committee of the Company's Board in its sole discretion.

                  7. TERMINATION OF EMPLOYMENT.

                  (a) The Executive's employment hereunder shall terminate:

                           (i) upon the death of the Executive;

                           (ii) upon the Disability of the Executive, which for
                  the purposes of this Agreement shall mean his inability
                  because of physical or mental illness or incapacity, whether
                  partial or total, with or without accommodation, to perform
                  his duties under this Agreement, as determined by the
                  Company's Board, after review of such reports of physicians of
                  recognized standing in the medical community in the
                  Cincinnati, Ohio metropolitan area as the Company's Board (or
                  a special committee thereof) selects, for a continuous period
                  of at least four (4) months or for an aggregate of one hundred
                  fifty (150) days within any twelve (12) month period; or

                           (iii) at the option of the Company, exercisable by or
                  upon the authority of the Company's Board and effective
                  immediately upon the



                                       3
   4

                  giving by the Company to the Executive of written notice of
                  such exercise, for "Cause," which, for purposes of this
                  Agreement, shall mean:

                  (A)      the gross neglect or willful failure by the Executive
                           to perform his duties and responsibilities in all
                           material respects as set forth in Paragraph 2 hereof,
                           after a written demand for substantial performance is
                           delivered to the Executive by the Company's Board,
                           which demand specifically identifies the manner in
                           which the Company's Board believes that the Executive
                           has not so performed his duties;

                  (B)      any act of fraud by the Executive, whether relating
                           to the Group or otherwise;

                  (C)      the conviction or entry into a plea of NOLO
                           CONTENDERE by the Executive with respect to any
                           felony or misdemeanor (other than a traffic offense
                           which does not result in imprisonment);

                  (D)      the commission by the Executive of any willful or
                           intentional act (including any violation of law)
                           which materially injures the reputation or materially
                           adversely affects the business or business
                           relationships of the Group; 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 this Agreement, if such
                           breach is not cured within 10 days after written
                           notice thereof to the Executive by the Company's
                           Board;

For purposes of clauses (A), (D) and (E) of this definition, no act, or failure
to act, on the Executive's part shall be deemed "willful" unless done, or
omitted to be done, by the Executive not in good faith and without reasonable
belief that the Executive's act, or failure to act, was in the best interest of
the Group.

                           (iv) at the option of the Company, for a reason other
                  than Disability or Cause, effective immediately upon the
                  giving of written notice of such exercise;

                           (v) at the option of the Executive, effective ten
                  (10) business days after the giving of written notice of such
                  exercise by the Executive to the Company (or such shorter
                  period as the Company's Board may elect by giving written
                  notice to the Executive), in the event that the Executive has
                  Good Reason, which for purposes of this Agreement shall mean
                  the



                                       4
   5

                  occurrence at any time of any of the following without the
                  Executive's prior written consent:

                  (A)      removal from the position of Chief Executive Officer
                           with respect to the Company or any of its significant
                           subsidiaries (as defined in Regulation S-X under the
                           Securities Exchange Act of 1934);

                  (B)      the assignment of duties or responsibilities
                           materially inconsistent with those customarily
                           associated with the positions held by the Executive
                           or a diminution of the Executive's position,
                           authority, duties or responsibilities (other than an
                           isolated action that is not taken in bad faith and is
                           remedied by the Company promptly after receipt of
                           written notice thereof from the Executive);

                  (C)      except as provided in Paragraph 7(d), a reduction in
                           the Executive's Base Salary payable pursuant to
                           Paragraph 3(a) hereof or a material reduction in any
                           other material benefit provided the Executive
                           hereunder; or

                  (D)      notice by the Company, as set forth in Paragraph 1(a)
                           hereof, not to extend the Employment Period; or

                  (E)      the failure by the Company to obtain an agreement
                           from any successor to assume and agree to perform
                           this Agreement; or

                  (F)      any willful failure or willful breach by the Company
                           (not covered by any of clauses (A) through (E) above)
                           of any of the material obligations of this Agreement,
                           if such breach is not cured within 10 days after
                           written notice thereof by the Executive to the
                           Company's Board;

For purposes of clause (F) of this definition, no act, or failure to act, on the
Company's part shall be deemed "willful" unless done, or omitted to be done, by
the Company not in good faith and without reasonable belief that the Company's
act, or failure to act, was in the best interest of the Group.

                           (vi) at the option of the Executive, for a reason
                  other than Good Reason, effective upon 30 days of the giving
                  of written notice of such exercise.

                  (b) OBLIGATIONS OF THE COMPANY UPON TERMINATION OF EMPLOYMENT.



                                       5
   6

                           (i) DEATH. In the event of the Executive's death
                  during the Employment Period, the Employment Period shall end
                  as of the date of the Executive's death and his estate and/or
                  beneficiaries, as the case may be, shall be entitled to the
                  following, as soon as practicable following the date of
                  Executive's death:

                  (A)      Base Salary earned but not paid prior to the date of
                           his death;

                  (B)      payment for all accrued but unused vacation time up
                           to the date of his death;

                  (C)      payment for any bonus deferred for any year prior to
                           the year in which occurs the date of his death;

                  (D)      the 1999 Incentive Bonus or any bonus payable
                           pursuant to any Future Bonus Plan, to the extent
                           earned but not paid with respect to the year in which
                           the Executive's death occurs;

                  (E)      a pro rata portion (based on the number of days
                           worked) of the bonus payable under the 1999 Incentive
                           Bonus Plan or any Future Bonus Plan in effect for the
                           year in which the Executive's death occurs; PROVIDED,
                           HOWEVER, that the performance goals established under
                           the applicable program with respect to the entire
                           year in which the Executive's death occurs are met;

                  (F)      immediate vesting of and lapsing of restrictions on
                           all unvested Stock Awards held by the Executive on
                           the date of his death;

                  (G)      immediate vesting of all Company stock options held
                           by the Executive on the date of his death, with such
                           options remaining exercisable for twelve months from
                           the date of the Executive's death; and

                  (H)      such additional benefits as may be provided by the
                           then existing plans, programs and/or arrangements of
                           the Company.

                           (ii) DISABILITY. If the Executive's employment is
                  terminated due to Disability during the Employment Period,
                  either by the Company or by the Executive, the Employment
                  Period shall end as of the date of the termination of the
                  Executive's employment and the Executive shall be entitled to
                  the following, as soon as practicable following the date of
                  termination:



                                       6
   7

                  (A)      Base Salary earned but not paid prior to the date of
                           the termination of the Executive's employment;

                  (B)      payment for all accrued but unused vacation time up
                           to the date of the termination of the Executive's
                           employment;

                  (C)      payment for any bonus deferred for any year prior to
                           the year in which occurs the date of the termination
                           of the Executive's employment;

                  (D)      the 1999 Incentive Bonus or any bonus payable
                           pursuant to any Future Bonus Plans, to the extent
                           earned but not paid with respect to the year in which
                           the Executive's termination of employment occurs;

                  (E)      a pro rata portion (based on the number of days
                           worked) of the bonus payable under the 1999 Incentive
                           Bonus Plan or any Future Bonus Plan in effect for the
                           year in which the Executive's termination of
                           employment occurs; PROVIDED, HOWEVER, that the
                           performance goals established under the applicable
                           program with respect to the entire year in which the
                           Executive's termination of employment occurs are met;

                  (F)      immediate vesting of and lapsing of restrictions on
                           all unvested Stock Awards held by the Executive on
                           the date of his Disability;

                  (G)      immediate vesting of all Company stock options held
                           by the Executive on the date of his Disability, with
                           such options remaining exercisable for twelve months
                           from the date of the Executive's Disability; and

                  (H)      such additional benefits as may be provided by the
                           then existing plans, programs and/or arrangements of
                           the Company.

                           (iii) CAUSE. If the Company terminates the
                  Executive's employment for Cause, the Executive shall be
                  entitled to the following, within 60 days following the date
                  of termination:

                  (A)      Base Salary earned but not paid prior to the date of
                           the termination of his employment;

                  (B)      payment for all accrued but unused vacation time up
                           to the date of the termination of the Executive's
                           employment;



                                       7
   8

                  (C)      payment for any bonus deferred for any year prior to
                           the year in which occurs the date of the termination
                           of the Executive's employment; and

                  (D)      such additional benefits as may be provided by the
                           then existing plans, programs and/or arrangements of
                           the Company.

                           (iv) WITHOUT CAUSE OR WITH GOOD REASON. If the
                  Executive's employment is terminated by the Company (other
                  than for Cause or Disability) or if the Executive terminates
                  his employment with Good Reason, the Employment Period shall
                  end as of the effective date of termination and the Executive
                  shall be entitled to the following, within 10 business days
                  following the date of termination or such earlier date as may
                  be required by law:

                  (A)      Base Salary earned but not paid prior to the date of
                           the termination of his employment;

                  (B)      payment for all accrued but unused vacation time up
                           to the date of the termination of the Executive's
                           employment;

                  (C)      payment for any bonus deferred for any year prior to
                           the year in which occurs the date of the termination
                           of the Executive's employment;

                  (D)      the 1999 Incentive Bonus or any bonus payable
                           pursuant to any Future Bonus Plan, to the extent
                           earned but not paid with respect to the year in which
                           the Executive's termination of employment occurs;

                  (E)      a lump sum amount equal to three times the sum of (x)
                           the Base Salary (based on the Base Salary in effect
                           on the date of the termination of the Executive's
                           employment, and in the case of a termination of
                           employment by the Executive for Good Reason due to a
                           reduction in Base Salary under Paragraph 6(a)(v)(C),
                           based on the Base Salary in effect immediately prior
                           to such reduction) plus (y) the target annual bonus
                           under the 1999 Incentive Bonus Plan or any Future
                           Bonus Plan, as the case may be, for the year of
                           termination;



                                       8
   9

                  (F)      immediate vesting of and lapsing of restrictions on
                           all unvested Stock Awards held by the Executive on
                           the date of the termination of his employment;

                  (G)      immediate vesting of all Company stock options held
                           by the Executive on the date of the termination of
                           his employment, with all stock options remaining
                           exercisable until their expiration pursuant to the
                           Stock Incentive Plan;

                  (H)      continued participation, as if he were still an
                           employee, in the Company's medical, dental,
                           hospitalization and life insurance plans, programs
                           and/or arrangements in which he was participating on
                           the date of the termination of his employment on the
                           same terms and conditions as other executives under
                           such plans, programs and/or arrangements until the
                           earlier of three years from the date of the
                           Executive's termination or the date, or dates, he
                           receives equivalent coverage and benefits under the
                           plans, programs and/or arrangements of a subsequent
                           employer (such coverage and benefits to be determined
                           on a coverage-by-coverage or benefit-by-benefit
                           basis); and

                  (I)      such additional benefits as may be provided by the
                           then existing plans, programs and/or arrangements of
                           the Company (other than any severance payments
                           payable under the terms of any benefit plan),
                           including outplacement services consistent with the
                           Company's then existing practice for senior
                           executives or, if there is no such then existing
                           practice, consistent with the Company's past practice
                           for senior executives.

                           (v) WITHOUT GOOD REASON. If the Executive's
                  employment is terminated by the Executive without Good Reason,
                  the Executive shall be entitled to the following, within 60
                  days following the date of termination or such earlier date as
                  may be required by law:

                  (A)      Base Salary earned but not paid prior to the date of
                           the termination of his employment;

                  (B)      payment for all accrued but unused vacation time up
                           to the date of the termination of the Executive's
                           employment;

                  (C)      payment for any bonus deferred for any year prior to
                           the year in which occurs the date of the termination
                           of the Executive's employment;



                                       9
   10

                  (D)      such additional benefits as may be provided by the
                           then existing plans, programs and/or arrangements of
                           the Company.

                  (c) Any payment under Paragraph 7(b) hereof shall be in lieu
of any other severance, bonus or other payments to which the Executive might
then be entitled pursuant to this Agreement or any statutory or common law
claim, subject, in each case, to the execution by the Executive and delivery to
the Company of a customary release of all claims related to his employment or
termination thereof in a form to be provided by the Company. The Company's
obligations to make the payments under Paragraph 7(b) hereof, except in the case
of a termination for Cause, shall not otherwise be affected by any
circumstances, including, without limitation, any set-off, counterclaim,
recoupment, defense or other right which the Company or any member of the Group
may have against the Executive. The Executive acknowledges and agrees that in
the event the parties dispute whether the Executive shall be entitled to the
payment hereunder, such payment shall not be deemed to be earned or otherwise
vest hereunder until such time as the dispute is resolved in accordance with
Paragraph 11(c) hereof.

                  (d) Notwithstanding anything to the contrary herein, if the
Company's Board has reason to believe that there are circumstances which, if
substantiated, would constitute Cause as defined herein, the Company may suspend
the Executive from employment without notice for such period of time as shall be
reasonably necessary for the Company's Board to ascertain whether such
circumstances are substantiated. During such suspension, the Executive shall
continue to be paid all compensation and provided all benefits hereunder;
PROVIDED, HOWEVER, that if the Executive has been indicted or otherwise formally
charged by governmental authorities with any felony, the Company's Board may in
its sole discretion, and without limiting the Company's President's discretion
to terminate the Executive's employment for Cause, suspend the Executive without
continuation of any compensation or benefits hereunder, pending final
disposition of such criminal charge(s). Upon receiving notice of any such
suspension, the Executive shall promptly leave the premises of the Company and
remain off such premises and the premises of all other Group members until
further notice from the Company's Board.

                  8. NEGATIVE COVENANTS OF THE EXECUTIVE.


                  (a) During the Employment Period 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 Group to terminate his or her employment or
                  engagement by the Group to become employed or engaged by any
                  person, firm, corporation or



                                       10
   11

                  other business enterprise other than a member of the Group,
                  except in furtherance of his responsibility during the
                  Employment Period; or

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

For purposes of this Paragraph 8(a), the terms "employee," "director,"
"officer," "associate," "consultant," "agent," and "independent contractor"
shall 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. The Executive shall
not be deemed to have violated the provisions of this Paragraph 8(a) by reason
of an isolated act, or failure to act, not taken in bad faith.

                  (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, 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 or distribution 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 1% of the combined voting power of the voting securities of such
company.

                  (c) During the Employment Period and thereafter without limit
as to time, the Executive will not (other than in the regular course and in
furtherance of the Group's business) divulge, furnish or make available to any
person any knowledge or information with respect to the business or affairs of
the Group which is confidential, including, without limitation, "know-how,"
trade secrets, customer and supplier lists, pricing policies, operational
methods, marketing plans or strategies, product development techniques or plans,
business acquisition or disposition plans, new



                                       11
   12

personnel employment plans, methods of manufacture, technical processes, designs
and design projects, inventions and research projects and financial budgets and
forecasts of the Group except (1) information which at the time is available to
others in the business or generally known to the public other than as a result
of disclosure by the Executive not permitted hereunder, and (2) when required to
do so by a court of competent jurisdiction, by any governmental agency or by any
administrative body or legislative body (including a committee thereof) with
purported or apparent jurisdiction to order the Executive to divulge, disclose
or make accessible such information. All memoranda, notes, lists, records,
electronically stored data, recordings or videotapes and other documents (and
all copies thereof) made or compiled by the Executive or made available to the
Executive (whether during his employment by the Group or by any predecessor
thereof) concerning the business of the Group or any predecessor thereof shall
be the property of the Company or such other member of the Group and shall be
delivered to the Company or such other member of the Group promptly upon the
termination of the Employment Period.

                  (d) The Executive acknowledges that all developments,
including, without limitation, inventions, patentable or otherwise, trade
secrets, discoveries, improvements, ideas and writings that alone or jointly
with others the Executive may conceive, make, develop or acquire during the
period of his employment by the Group and any predecessor thereof (collectively,
the "Developments"), are and shall remain the sole and exclusive property of the
Group and the Executive hereby assigns to the Group all of his right, title and
interest in all such Developments. The Executive shall promptly and fully
disclose all future Developments to the Company's Board, and, at any time upon
request and at the expense of the Company, shall execute, acknowledge and
deliver to the Group all instruments that the Group shall prepare, give
evidence, and take all other actions that are necessary or desirable in the
reasonable opinion of the Company's counsel, to enable the Group to file and
prosecute applications for and to acquire, maintain and enforce all letters
patent, trademark registrations or copyrights covering the Developments in all
countries in which the same are deemed necessary.

                  (e) The Executive acknowledges that the services to be
rendered by the Executive are of a special, unique and extraordinary character
and, in connection with such services, the Executive will have access to
confidential information vital to the Group's business and that irreparable
injury would be sustained by the Group in the event of his breach of any of the
covenants contained in this Paragraph 8, which injury could not be remedied
adequately by the recovery of damages in an action at law. Accordingly, the
Executive agrees that, upon a breach or threatened breach by him of any of such
covenants, the Company and, to the extent appropriate, any other member of the
Group shall be entitled, in addition to and not in lieu of any and all other
remedies, to an injunction to be issued by any court of competent jurisdiction
restraining the commission or continuance of any such breach or threatened
breach upon minimal



                                       12
   13

bond, with or without surety, and that such an injunction will not work an undue
hardship on him.

                  (f) The provisions of this Paragraph 8 shall survive the
termination of this Agreement, irrespective of the reasons therefor.

                  (g) If any court determines that any of the provisions of this
Paragraph 8 is invalid or unenforceable, the remainder of such provisions shall
not thereby be affected and shall be given full effect without regard to the
invalid provisions. If any court construes any of the provisions of this
Paragraph 8, or any part thereof, to be unreasonable because of the duration of
such provision or the geographic scope thereof, such court shall have the power
to reduce the duration or restrict the geographic scope of such provision and to
enforce such provision as so reduced or restricted.

                  9. REIMBURSEMENT OF BUSINESS EXPENSE.

                  During the Employment Period, the Executive is authorized to
incur reasonable business expenses in carrying out his duties and
responsibilities under the Agreement, and the Company or the relevant member of
the Group shall promptly reimburse him for all such reasonable business expenses
incurred in connection with carrying out the business of such member of the
Group, subject to documentation in accordance with such member of the Group's
policy.

                  10. INDEMNIFICATION.

                  To the fullest extent permitted by law and the Company's
certificate of incorporation and by-laws, the Company shall promptly indemnify
the Executive for all amounts (including, without limitation, judgments, fines,
settlement payments, losses, damages, costs and expenses (including reasonable
attorneys' fees)) incurred or paid by the Executive in connection with any
action, proceeding, suit or investigation arising out of or relating to the
performance by the Executive of services for (or acting as a fiduciary of any
employee benefit plans, programs or arrangements of) the Company or other member
of the Group, including as a director, officer or employee of the Company or
other member of the Group. The Company also agrees to maintain a director's and
officers' liability insurance policy covering the Executive to the extent the
Company provides such coverage for its other executive officers. Notwithstanding
any other provision of this Agreement, the provisions of this Paragraph 10 shall
survive any termination or expiration of this Agreement.



                                       13
   14

                  11. MISCELLANEOUS.

                  (a) This Agreement is intended to be performed in, and shall
be construed and enforced in accordance with the laws of, the State of Kentucky
without reference to principles of conflict of laws.

                  (b) Upon the Effective Date, this Agreement shall incorporate
the complete understanding and agreement between the parties with respect to the
subject matter hereof and supersede any and all other prior or contemporaneous
agreements, written or oral, between the Executive and any member of the Group
or any predecessor thereof with respect to such subject matter (including the
Employment Arrangement), other than the Change-in-Control Agreement, of even
date herewith, between the Company and the Executive (the "Change-in-Control
Agreement"); PROVIDED, HOWEVER, this Agreement shall not adversely affect the
Executive's rights to the Option (as defined in the Employment Arrangement) or
the Executive's rights to receive accrued amounts under the Employment
Arrangement and no payment or benefit shall be made or provided hereunder if and
to the extent such payment or benefit would be duplicative of a payment or
benefit to which the Executive is then entitled under the Change-in-Control
Agreement. No provision hereof may be modified or waived except by a written
instrument duly executed by the Executive and the Company with the express
approval of the Compensation Committee.

                  (c) Any dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration conducted in
Cincinnati, Ohio under the Commercial Arbitration Rules then prevailing of the
American Arbitration Association and such submission shall request the American
Arbitration Association to: (i) appoint an arbitrator experienced and
knowledgeable concerning the matter then in dispute; (ii) require the testimony
to be transcribed; (iii) require the award to be accompanied by findings of fact
and a statement of reasons for the decision; and (iv) request the matter to be
handled by and in accordance with the expedited procedures provided for in the
Commercial Arbitration Rules. The determination of the arbitrators, which shall
be based upon a de novo interpretation of this Agreement, shall be final and
binding and judgment may be entered on the arbitrators' award in any court
having jurisdiction. All costs of the American Arbitration Association and the
arbitrator shall be borne by the Company, unless the position advanced by the
Executive is determined by the arbitrator to be frivolous in nature.

                  (d) The Executive acknowledges that before entering into this
Agreement he has received a reasonable period of time to consider this Agreement
and has had sufficient time and an opportunity to consult with any attorney or
other advisor of his choice in connection with this Agreement and all matters
contained herein, and that he has been advised to do so if he so chooses. The
Executive further acknowledges that this Agreement and all terms hereof are
fair, reasonable and are not



                                       14
   15

the result of any fraud, duress, coercion, pressure or undue influence exercised
by the Company, that he has approved and entered into this Agreement and all of
the terms hereof on his own free will, and that no promises or representations
have been made to him by any person to induce him to enter into this Agreement
other than the express terms set forth herein.

                  (e) The Company shall be entitled to deduct and withhold from
all compensation payable to the Executive pursuant to this Agreement all amounts
required to be deducted and withheld therefrom pursuant to any present or future
law, regulation or ordinance of the United States of America or any state or
local jurisdiction therein or any foreign taxing jurisdiction.

                  (f) Paragraph headings are included in this Agreement for
convenience of reference only and shall not affect the interpretation of the
text hereof.

                  (g) Any and all notices, demands or other communications to be
given or made hereunder shall be in writing and shall be deemed to have been
fully given or made when personally delivered, or on the third business day
after mailing from within the continental United States by registered mail,
postage prepaid, addressed as follows:

                  If to the Company:
                  General Cable Corporation
                  4 Tesseneer Drive
                  Highland Heights, KY 41076
                  Attention: General Counsel

                  If to the Executive:
                  900 Adams Crossing
                  Cincinnati, Ohio 45202

Either party may change the address to which any notices to it shall be sent by
giving to the other party written notice of such change in conformity with the
foregoing.

                  (h) This Agreement may be executed in two or more
counterparts, each of which shall constitute an original but all of which
together shall constitute one and the same instrument.

                  (i) 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



                                       15
   16

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.

                  (j) The Company shall be deemed to have performed its
obligations to make payments or provide benefits to the Executive under this
Agreement if it has caused a member of the Group to make such payments or
provide such benefits.

                  IN WITNESS WHEREOF, each of the Company and the Executive has
executed this Agreement as of the 28th day of April, 2000.

                                            GENERAL CABLE CORPORATION



                                            By: /s/ Robert J.  Siverd
                                                ---------------------


ACCEPTED AND AGREED TO

as of the date first written above



By: /s/ Stephen Rabinowitz
    ----------------------
        Stephen Rabinowitz

                                       16

EX-10.34

   1


                                                                   Exhibit 10.34

                              EMPLOYMENT AGREEMENT
                              --------------------

                   (Amended and Restated as of April 28, 2000)

                  Agreement made and entered into this 28th day of April, 2000
(the "Effective Date"), by and between General Cable Corporation, a Delaware
corporation (the "Company") and Gregory B. Kenny (the "Executive").

                              W I T N E S S E T H:
                               -------------------

                  WHEREAS, the Executive and the Company are parties to an
employment agreement effective as of October 18, 1999, which is currently in
effect (the "Employment Arrangement"); and

                  WHEREAS, effective upon the Effective Date it is intended that
the Employment Arrangement be amended and restated as set forth herein;

                  NOW THEREFORE, in consideration of the mutual covenants
hereinafter set forth, the parties hereto agree as follows:

                  1. TERM OF EMPLOYMENT.

                  Commencing on the Effective Date, the Company shall employ the
Executive, and the Executive shall continue employment and shall serve the
Company, in such capacities, with such duties and authority, for such period, at
such level of compensation and with such benefits, and upon such other terms and
subject to such other conditions, as are hereinafter set forth. The term of the
Executive's employment hereunder shall commence on the Effective Date and,
unless previously terminated as provided herein, shall continue until the third
anniversary of the Effective Date (the "Employment Period"); PROVIDED, HOWEVER,
that commencing on the second anniversary of the Effective Date and each
anniversary thereafter, the Employment Period shall automatically be extended
for one additional year unless not later than one hundred twenty (120) days
prior to such anniversary, the Company or the Executive shall have given written
notice to the other not to extend the Employment Period.

                  2. CAPACITIES, DUTIES AND AUTHORITY.

                  (a) Effective on the Effective Date and throughout the
Employment Period, the Executive shall be entitled to serve as, President and
Chief Operating Officer of the Company, GK Technologies, Incorporated, a New
Jersey corporation ("GK"), BICC General Cable Industries, Inc., a Delaware
corporation ("BICC General"), and such other affiliates of the Company, GK or
BICC General as the Board of


   2

Directors of the Company (the "Company's Board") shall request. The Company, GK,
BICC General and such other affiliates are hereinafter referred to collectively
as the "Group."

                  (b) In his capacity as President and Chief Operating Officer
of each of the members of the Group, the Executive shall have such authority,
perform such duties, discharge such responsibilities and render such services as
are customary to and consistent with such positions, subject to the authority
and direction of the relevant board of directors.

                  (c) The Executive shall render his services diligently,
faithfully and to the best of his ability, devoting thereto his entire business
time, energy and skills on an exclusive basis and, without the prior written
consent of the Company's Board, the Executive shall not render services to or
for the account of any person, firm or corporation other than a member of the
Group.

                  3. COMPENSATION.

                  (a) The Executive shall be paid a base salary during the
Employment Period at the annual rate of Four Hundred Forty Thousand Dollars
($440,000), payable in accordance with the regular payroll practices of the
Company. The Compensation Committee of the Company's Board (the "Compensation
Committee") shall annually review the Executive's performance and determine, in
its sole discretion, whether or not to increase the Executive's base salary and,
if so, the amount of such increase. The Executive's base salary as in effect
from time to time is hereinafter referred to as the "Base Salary."

                  (b) The Executive shall be entitled to participate in the
General Cable Corporation 1999 Incentive Bonus Program and any performance-based
annual bonus program for senior executives of the Company for fiscal years after
1999 (a "Future Bonus Plan") on such terms and conditions as determined in the
discretion of the Compensation Committee. For purposes of the obligations of the
Company on termination of employment of the Executive, the target bonus amount
under any Future Bonus Plan shall be not less than 120% of the Executive's Base
Salary in effect in the year that employment is terminated.

                  4. EMPLOYEE BENEFIT PROGRAMS.

                  (a) During the Employment Period, the Executive shall be
entitled to vacation generally made available to executive personnel of the
Group and to participate in and have the benefit of all group life, disability,
hospital, surgical and major medical insurance plans and programs and other
employee benefit plans and programs as generally are made available to executive
personnel of the Group, as such


                                       2
   3

benefit plans or programs may be amended in the sole discretion of the Group
members and with the concurrence of the Compensation Committee, from time to
time.

                  (b) During the Employment Period, the Executive shall be
entitled to receive or participate in fringe benefit arrangements that provide
automobile, club dues, tax services and financial planning in accordance with
the terms and conditions of such arrangements as may be in effect from time to
time.

                  5. STOCK OPTIONS

                  The Company has adopted, and the stockholders of the Company
have approved the adoption of, the General Cable Corporation Stock Incentive
Plan (the "Stock Incentive Plan"). The Executive shall be eligible to receive
grants under the Stock Incentive Plan during the Employment Period as determined
by the Compensation Committee of the Company's Board in its sole discretion.

                  6. RESTRICTED STOCK AND OTHER STOCK AWARDS

                  During the Employment Period, the Executive shall be eligible
to receive grants of restricted stock and other stock awards ("Stock Awards") in
such amounts and subject to such terms as determined by the Compensation
Committee of the Company's Board in its sole discretion.

                  7. TERMINATION OF EMPLOYMENT.

                  (a) The Executive's employment hereunder shall terminate:

                           (i) upon the death of the Executive;

                           (ii) upon the Disability of the Executive, which for
                  the purposes of this Agreement shall mean his inability
                  because of physical or mental illness or incapacity, whether
                  partial or total, with or without accommodation, to perform
                  his duties under this Agreement, as determined by the
                  Company's Board, after review of such reports of physicians of
                  recognized standing in the medical community in the
                  Cincinnati, Ohio metropolitan area as the Company's Board (or
                  a special committee thereof) selects, for a continuous period
                  of at least four (4) months or for an aggregate of one hundred
                  fifty (150) days within any twelve (12) month period; or

                           (iii) at the option of the Company, exercisable by or
                  upon the authority of the Company's Board and effective
                  immediately upon the



                                       3
   4

                  giving by the Company to the Executive of written notice of
                  such exercise, for "Cause," which, for purposes of this
                  Agreement, shall mean:

                  (A)      the gross neglect or willful failure by the Executive
                           to perform his duties and responsibilities in all
                           material respects as set forth in Paragraph 2 hereof,
                           after a written demand for substantial performance is
                           delivered to the Executive by the Company's Board
                           which demand specifically identifies the manner in
                           which the Company's Board believes that the Executive
                           has not so performed his duties;

                  (B)      any act of fraud by the Executive, whether relating
                           to the Group or otherwise;

                  (C)      the conviction or entry into a plea of NOLO
                           CONTENDERE by the Executive with respect to any
                           felony or misdemeanor (other than a traffic offense
                           which does not result in imprisonment);

                  (D)      the commission by the Executive of any willful or
                           intentional act (including any violation of law)
                           which materially injures the reputation or materially
                           adversely affects the business or business
                           relationships of the Group; 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 this Agreement, if such
                           breach is not cured within 10 days after written
                           notice thereof to the Executive by the Company's
                           Board;

For purposes of clauses (A), (D) and (E) of this definition, no act, or failure
to act, on the Executive's part shall be deemed "willful" unless done, or
omitted to be done, by the Executive not in good faith and without reasonable
belief that the Executive's act, or failure to act, was in the best interest of
the Group.

                           (iv) at the option of the Company, for a reason other
                  than Disability or Cause, effective immediately upon the
                  giving of written notice of such exercise;

                           (v) at the option of the Executive, effective ten
                  (10) business days after the giving of written notice of such
                  exercise by the Executive to the Company (or such shorter
                  period as the Company's Board may elect by giving written
                  notice to the Executive), in the event that the Executive has
                  Good Reason, which for purposes of this Agreement shall mean
                  the



                                       4
   5

                  occurrence at any time of any of the following without the
                  Executive's prior written consent:

                  (A)      removal from the position of President and Chief
                           Operating Officer with respect to the Company or any
                           of its significant subsidiaries (as defined in
                           Regulation S-X under the Securities Exchange Act of
                           1934);

                  (B)      the assignment of duties or responsibilities
                           materially inconsistent with those customarily
                           associated with the positions held by the Executive
                           or a diminution of the Executive's position,
                           authority, duties or responsibilities (other than an
                           isolated action that is not taken in bad faith and is
                           remedied by the Company promptly after receipt of
                           written notice thereof from the Executive);

                  (C)      except as provided in Paragraph 7(d), a reduction in
                           the Executive's Base Salary payable pursuant to
                           Paragraph 3(a) hereof or a material reduction in any
                           other material benefit provided the Executive
                           hereunder; or

                  (D)      notice by the Company, as set forth in Paragraph 1(a)
                           hereof, not to extend the Employment Period; or

                  (E)      the failure by the Company to obtain an agreement
                           from any successor to assume and agree to perform
                           this Agreement; or

                  (F)      any willful failure or willful breach by the Company
                           (not covered by any of clauses (A) through (E) above)
                           of any of the material obligations of this Agreement,
                           if such breach is not cured within 10 days after
                           written notice thereof by the Executive to the
                           Company's Board;

For purposes of clause (F) of this definition, no act, or failure to act, on the
Company's part shall be deemed "willful" unless done, or omitted to be done, by
the Company not in good faith and without reasonable belief that the Company's
act, or failure to act, was in the best interest of the Group.

                           (vi) at the option of the Executive, for a reason
                  other than Good Reason, effective upon 30 days of the giving
                  of written notice of such exercise.

                  (b) OBLIGATIONS OF THE COMPANY UPON TERMINATION OF EMPLOYMENT.



                                       5
   6

                           (i) DEATH. In the event of the Executive's death
                  during the Employment Period, the Employment Period shall end
                  as of the date of the Executive's death and his estate and/or
                  beneficiaries, as the case may be, shall be entitled to the
                  following, as soon as practicable following the date of
                  Executive's death:

                  (A)      Base Salary earned but not paid prior to the date of
                           his death;

                  (B)      payment for all accrued but unused vacation time up
                           to the date of his death;

                  (C)      payment for any bonus deferred for any year prior to
                           the year in which occurs the date of his death;

                  (D)      the 1999 Incentive Bonus or any bonus payable
                           pursuant to any Future Bonus Plan, to the extent
                           earned but not paid with respect to the year in which
                           the Executive's death occurs;

                  (E)      a pro rata portion (based on the number of days
                           worked) of the bonus payable under the 1999 Incentive
                           Bonus Plan or any Future Bonus Plan in effect for the
                           year in which the Executive's death occurs; PROVIDED,
                           HOWEVER, that the performance goals established under
                           the applicable program with respect to the entire
                           year in which the Executive's death occurs are met;

                  (F)      immediate vesting of and lapsing of restrictions on
                           all unvested Stock Awards held by the Executive on
                           the date of his death;

                  (G)      immediate vesting of all Company stock options held
                           by the Executive on the date of his death, with such
                           options remaining exercisable for twelve months from
                           the date of the Executive's death; and

                  (H)      such additional benefits as may be provided by the
                           then existing plans, programs and/or arrangements of
                           the Company.

                           (ii) DISABILITY. If the Executive's employment is
                  terminated due to Disability during the Employment Period,
                  either by the Company or by the Executive, the Employment
                  Period shall end as of the date of the termination of the
                  Executive's employment and the Executive shall be entitled to
                  the following, as soon as practicable following the date of
                  termination:



                                       6
   7

                  (A)      Base Salary earned but not paid prior to the date of
                           the termination of the Executive's employment;

                  (B)      payment for all accrued but unused vacation time up
                           to the date of the termination of the Executive's
                           employment;

                  (C)      payment for any bonus deferred for any year prior to
                           the year in which occurs the date of the termination
                           of the Executive's employment;

                  (D)      the 1999 Incentive Bonus or any bonus payable
                           pursuant to any Future Bonus Plans, to the extent
                           earned but not paid with respect to the year in which
                           the Executive's termination of employment occurs;

                  (E)      a pro rata portion (based on the number of days
                           worked) of the bonus payable under the 1999 Incentive
                           Bonus Plan or any Future Bonus Plan in effect for the
                           year in which the Executive's termination of
                           employment occurs; PROVIDED, HOWEVER, that the
                           performance goals established under the applicable
                           program with respect to the entire year in which the
                           Executive's termination of employment occurs are met;

                  (F)      immediate vesting of and lapsing of restrictions on
                           all unvested Stock Awards held by the Executive on
                           the date of his Disability;

                  (G)      immediate vesting of all Company stock options held
                           by the Executive on the date of his Disability, with
                           such options remaining exercisable for twelve months
                           from the date of the Executive's Disability; and

                  (H)      such additional benefits as may be provided by the
                           then existing plans, programs and/or arrangements of
                           the Company.

                           (iii) CAUSE. If the Company terminates the
                  Executive's employment for Cause, the Executive shall be
                  entitled to the following, within 60 days following the date
                  of termination:

                  (A)      Base Salary earned but not paid prior to the date of
                           the termination of his employment;

                  (B)      payment for all accrued but unused vacation time up
                           to the date of the termination of the Executive's
                           employment;



                                       7
   8

                  (C)      payment for any bonus deferred for any year prior to
                           the year in which occurs the date of the termination
                           of the Executive's employment; and

                   (D)     such additional benefits as may be provided by the
                           then existing plans, programs and/or arrangements of
                           the Company.

                           (iv) WITHOUT CAUSE OR WITH GOOD REASON. If the
                  Executive's employment is terminated by the Company (other
                  than for Cause or Disability) or if the Executive terminates
                  his employment with Good Reason, the Employment Period shall
                  end as of the effective date of termination and the Executive
                  shall be entitled to the following, within 10 business days
                  following the date of termination or such earlier date as may
                  be required by law:

                  (A)      Base Salary earned but not paid prior to the date of
                           the termination of his employment;

                  (B)      payment for all accrued but unused vacation time up
                           to the date of the termination of the Executive's
                           employment;

                  (C)      payment for any bonus deferred for any year prior to
                           the year in which occurs the date of the termination
                           of the Executive's employment;

                  (D)      the 1999 Incentive Bonus or any bonus payable
                           pursuant to any Future Bonus Plan, to the extent
                           earned but not paid with respect to the year in which
                           the Executive's termination of employment occurs;

                  (E)      a lump sum amount equal to three times the sum of (x)
                           the Base Salary (based on the Base Salary in effect
                           on the date of the termination of the Executive's
                           employment, and in the case of a termination of
                           employment by the Executive for Good Reason due to a
                           reduction in Base Salary under Paragraph 6(a)(v)(C),
                           based on the Base Salary in effect immediately prior
                           to such reduction) plus (y) the target annual bonus
                           under the 1999 Incentive Bonus Plan or any Future
                           Bonus Plan, as the case may be, for the year of
                           termination;




                                       8
   9

                  (F)      immediate vesting of and lapsing of restrictions on
                           all unvested Stock Awards held by the Executive on
                           the date of the termination of his employment;

                  (G)      immediate vesting of all Company stock options held
                           by the Executive on the date of the termination of
                           his employment, with all stock options remaining
                           exercisable until their expiration pursuant to the
                           Stock Incentive Plan;

                  (H)      continued participation, as if he were still an
                           employee, in the Company's medical, dental,
                           hospitalization and life insurance plans, programs
                           and/or arrangements in which he was participating on
                           the date of the termination of his employment on the
                           same terms and conditions as other executives under
                           such plans, programs and/or arrangements until the
                           earlier of three years from the date of the
                           Executive's termination or the date, or dates, he
                           receives equivalent coverage and benefits under the
                           plans, programs and/or arrangements of a subsequent
                           employer (such coverage and benefits to be determined
                           on a coverage-by-coverage or benefit-by-benefit
                           basis); and

                  (I)      such additional benefits as may be provided by the
                           then existing plans, programs and/or arrangements of
                           the Company (other than any severance payments
                           payable under the terms of any benefit plan),
                           including outplacement services consistent with the
                           Company's then existing practice for senior
                           executives or, if there is no such then existing
                           practice, consistent with the Company's past practice
                           for senior executives.

                           (v) WITHOUT GOOD REASON. If the Executive's
                  employment is terminated by the Executive without Good Reason,
                  the Executive shall be entitled to the following, within 60
                  days following the date of termination or such earlier date as
                  may be required by law:

                  (A)      Base Salary earned but not paid prior to the date of
                           the termination of his employment;

                  (B)      payment for all accrued but unused vacation time up
                           to the date of the termination of the Executive's
                           employment;

                  (C)      payment for any bonus deferred for any year prior to
                           the year in which occurs the date of the termination
                           of the Executive's employment;



                                       9
   10


                  (D)      such additional benefits as may be provided by the
                           then existing plans, programs and/or arrangements of
                           the Company.

                  (c) Any payment under Paragraph 7(b) hereof shall be in lieu
of any other severance, bonus or other payments to which the Executive might
then be entitled pursuant to this Agreement or any statutory or common law
claim, subject, in each case, to the execution by the Executive and delivery to
the Company of a customary release of all claims related to his employment or
termination thereof in a form to be provided by the Company. The Company's
obligations to make the payments under Paragraph 7(b) hereof, except in the case
of a termination for Cause, shall not otherwise be affected by any
circumstances, including, without limitation, any set-off, counterclaim,
recoupment, defense or other right which the Company or any member of the Group
may have against the Executive. The Executive acknowledges and agrees that in
the event the parties dispute whether the Executive shall be entitled to the
payment hereunder, such payment shall not be deemed to be earned or otherwise
vest hereunder until such time as the dispute is resolved in accordance with
Paragraph 11(c) hereof.

                  (d) Notwithstanding anything to the contrary herein, if the
Company's Board has reason to believe that there are circumstances which, if
substantiated, would constitute Cause as defined herein, the Company may suspend
the Executive from employment without notice for such period of time as shall be
reasonably necessary for the Company's Board to ascertain whether such
circumstances are substantiated. During such suspension, the Executive shall
continue to be paid all compensation and provided all benefits thereunder;
PROVIDED, HOWEVER, that if the Executive has been indicted or otherwise formally
charged by governmental authorities with any felony, the Company's Board may in
its sole discretion, and without limiting the Company's President's discretion
to terminate the Executive's employment for Cause, suspend the Executive without
continuation of any compensation or benefits hereunder, pending final
disposition of such criminal charge(s). Upon receiving notice of any such
suspension, the Executive shall promptly leave the premises of the Company and
remain off such premises and the premises of all other Group members until
further notice from the Company's Board.

                  8. NEGATIVE COVENANTS OF THE EXECUTIVE.

                  (a) During the Employment Period 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 Group to terminate his or her employment or
                  engagement by the Group to become employed or engaged by any
                  person, firm, corporation or other



                                       10
   11

                  business enterprise other than a member of the Group, except
                  in furtherance of his responsibility during the Employment
                  Period; or

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

For purposes of this Paragraph 8(a), the terms "employee," "director,"
"officer," "associate," "consultant," "agent," and "independent contractor"
shall 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. The Executive shall
not be deemed to have violated the provisions of this Paragraph 8(a) by reason
of an isolated act, or failure to act, not taken in bad faith.

                  (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, 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 or distribution 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 1% of the combined voting power of the voting securities of such
company.

                  (c) During the Employment Period and thereafter without limit
as to time, the Executive will not (other than in the regular course and in
furtherance of the Group's business) divulge, furnish or make available to any
person any knowledge or information with respect to the business or affairs of
the Group which is confidential, including, without limitation, "know-how,"
trade secrets, customer and supplier lists, pricing policies, operational
methods, marketing plans or strategies, product development techniques or plans,
business acquisition or disposition plans, new



                                       11
   12

personnel employment plans, methods of manufacture, technical processes, designs
and design projects, inventions and research projects and financial budgets and
forecasts of the Group except (1) information which at the time is available to
others in the business or generally known to the public other than as a result
of disclosure by the Executive not permitted hereunder, and (2) when required to
do so by a court of competent jurisdiction, by any governmental agency or by any
administrative body or legislative body (including a committee thereof) with
purported or apparent jurisdiction to order the Executive to divulge, disclose
or make accessible such information. All memoranda, notes, lists, records,
electronically stored data, recordings or videotapes and other documents (and
all copies thereof) made or compiled by the Executive or made available to the
Executive (whether during his employment by the Group or by any predecessor
thereof) concerning the business of the Group or any predecessor thereof shall
be the property of the Company or such other member of the Group and shall be
delivered to the Company or such other member of the Group promptly upon the
termination of the Employment Period.

                  (d) The Executive acknowledges that all developments,
including, without limitation, inventions, patentable or otherwise, trade
secrets, discoveries, improvements, ideas and writings that alone or jointly
with others the Executive may conceive, make, develop or acquire during the
period of his employment by the Group and any predecessor thereof (collectively,
the "Developments"), are and shall remain the sole and exclusive property of the
Group and the Executive hereby assigns to the Group all of his right, title and
interest in all such Developments. The Executive shall promptly and fully
disclose all future Developments to the Company's Board, and, at any time upon
request and at the expense of the Company, shall execute, acknowledge and
deliver to the Group all instruments that the Group shall prepare, give
evidence, and take all other actions that are necessary or desirable in the
reasonable opinion of the Company's counsel, to enable the Group to file and
prosecute applications for and to acquire, maintain and enforce all letters
patent, trademark registrations or copyrights covering the Developments in all
countries in which the same are deemed necessary.

                  (e) The Executive acknowledges that the services to be
rendered by the Executive are of a special, unique and extraordinary character
and, in connection with such services, the Executive will have access to
confidential information vital to the Group's business and that irreparable
injury would be sustained by the Group in the event of his breach of any of the
covenants contained in this Paragraph 8, which injury could not be remedied
adequately by the recovery of damages in an action at law. Accordingly, the
Executive agrees that, upon a breach or threatened breach by him of any of such
covenants, the Company and, to the extent appropriate, any other member of the
Group shall be entitled, in addition to and not in lieu of any and all other
remedies, to an injunction to be issued by any court of competent jurisdiction
restraining the commission or continuance of any such breach or threatened
breach upon minimal



                                       12
   13

bond, with or without surety, and that such an injunction will not work an undue
hardship on him.

                  (f) The provisions of this Paragraph 8 shall survive the
termination of this Agreement, irrespective of the reasons therefor.

                  (g) If any court determines that any of the provisions of this
Paragraph 8 is invalid or unenforceable, the remainder of such provisions shall
not thereby be affected and shall be given full effect without regard to the
invalid provisions. If any court construes any of the provisions of this
Paragraph 8, or any part thereof, to be unreasonable because of the duration of
such provision or the geographic scope thereof, such court shall have the power
to reduce the duration or restrict the geographic scope of such provision and to
enforce such provision as so reduced or restricted.

                  9. REIMBURSEMENT OF BUSINESS EXPENSE.

                     During the Employment Period, the Executive is authorized
to incur reasonable business expenses in carrying out his duties and
responsibilities under the Agreement, and the Company or the relevant member of
the Group shall promptly reimburse him for all such reasonable business expenses
incurred in connection with carrying out the business of such member of the
Group, subject to documentation in accordance with such member of the Group's
policy.

                  10. INDEMNIFICATION.

                  To the fullest extent permitted by law and the Company's
certificate of incorporation and by-laws, the Company shall promptly indemnify
the Executive for all amounts (including, without limitation, judgments, fines,
settlement payments, losses, damages, costs and expenses (including reasonable
attorneys' fees)) incurred or paid by the Executive in connection with any
action, proceeding, suit or investigation arising out of or relating to the
performance by the Executive of services for (or acting as a fiduciary of any
employee benefit plans, programs or arrangements of) the Company or other member
of the Group, including as a director, officer or employee of the Company or
other member of the Group. The Company also agrees to maintain a director's and
officers' liability insurance policy covering the Executive to the extent the
Company provides such coverage for its other executive officers. Notwithstanding
any other provision of this Agreement, the provisions of this Paragraph 10 shall
survive any termination or expiration of this Agreement.



                                       13
   14

                  11. MISCELLANEOUS.

                  (a) This Agreement is intended to be performed in, and shall
be construed and enforced in accordance with the laws of, the State of Kentucky
without reference to principles of conflict of laws.

                  (b) Upon the Effective Date, this Agreement shall incorporate
the complete understanding and agreement between the parties with respect to the
subject matter hereof and supersede any and all other prior or contemporaneous
agreements, written or oral, between the Executive and any member of the Group
or any predecessor thereof with respect to such subject matter (including the
Employment Arrangement), other than the Change-in-Control Agreement, of even
date herewith, between the Company and the Executive (the "Change-in-Control
Agreement"); PROVIDED, HOWEVER, this Agreement shall not adversely affect the
Executive's rights to the Option (as defined in the Employment Arrangement) or
the Executive's rights to receive accrued amounts under the Employment
Arrangement and no payment or benefit shall be made or provided hereunder if and
to the extent such payment or benefit would be duplicative of a payment or
benefit to which the Executive is then entitled under the Change-in-Control
Agreement. No provision hereof may be modified or waived except by a written
instrument duly executed by the Executive and the Company with the express
approval of the Compensation Committee.

                  (c) Any dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration conducted in
Cincinnati, Ohio under the Commercial Arbitration Rules then prevailing of the
American Arbitration Association and such submission shall request the American
Arbitration Association to: (i) appoint an arbitrator experienced and
knowledgeable concerning the matter then in dispute; (ii) require the testimony
to be transcribed; (iii) require the award to be accompanied by findings of fact
and a statement of reasons for the decision; and (iv) request the matter to be
handled by and in accordance with the expedited procedures provided for in the
Commercial Arbitration Rules. The determination of the arbitrators, which shall
be based upon a de novo interpretation of this Agreement, shall be final and
binding and judgment may be entered on the arbitrators' award in any court
having jurisdiction. All costs of the American Arbitration Association and the
arbitrator shall be borne by the Company, unless the position advanced by the
Executive is determined by the arbitrator to be frivolous in nature.

                  (d) The Executive acknowledges that before entering into this
Agreement he has received a reasonable period of time to consider this Agreement
and has had sufficient time and an opportunity to consult with any attorney or
other advisor of his choice in connection with this Agreement and all matters
contained herein, and that he has been advised to do so if he so chooses. The
Executive further acknowledges that this Agreement and all terms hereof are
fair, reasonable and are not



                                       14
   15

the result of any fraud, duress, coercion, pressure or undue influence exercised
by the Company, that he has approved and entered into this Agreement and all of
the terms hereof on his own free will, and that no promises or representations
have been made to him by any person to induce him to enter into this Agreement
other than the express terms set forth herein.

                  (e) The Company shall be entitled to deduct and withhold from
all compensation payable to the Executive pursuant to this Agreement all amounts
required to be deducted and withheld therefrom pursuant to any present or future
law, regulation or ordinance of the United States of America or any state or
local jurisdiction therein or any foreign taxing jurisdiction.

                  (f) Paragraph headings are included in this Agreement for
convenience of reference only and shall not affect the interpretation of the
text hereof.

                  (g) Any and all notices, demands or other communications to be
given or made hereunder shall be in writing and shall be deemed to have been
fully given or made when personally delivered, or on the third business day
after mailing from within the continental United States by registered mail,
postage prepaid, addressed as follows:

                  If to the Company:
                  General Cable Corporation
                  4 Tesseneer Drive
                  Highland Heights, KY 41076
                  Attention: General Counsel

                  If to the Executive:
                  7756 Tecumseh Trail
                  Cincinnati, Ohio  45243

Either party may change the address to which any notices to it shall be sent by
giving to the other party written notice of such change in conformity with the
foregoing.

                  (h) This Agreement may be executed in two or more
counterparts, each of which shall constitute an original but all of which
together shall constitute one and the same instrument.

                  (i) 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



                                       15
   16

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.

                  (j) The Company shall be deemed to have performed its
obligations to make payments or provide benefits to the Executive under this
Agreement if it has caused a member of the Group to make such payments or
provide such benefits.

                  IN WITNESS WHEREOF, each of the Company and the Executive has
executed this Agreement as of the 28th day of April, 2000.

                                            GENERAL CABLE CORPORATION



                                            By: /s/ Robert J.  Siverd
                                                -------------------------------




ACCEPTED AND AGREED TO

as of the date first written above



By: /s/ Gregory B.  Kenny
    --------------------------
        Gregory B. Kenny



                                       16

EX-10.35

   1
                                                                   Exhibit 10.35

                              EMPLOYMENT AGREEMENT
                              --------------------

                   (Amended and Restated as of April 28, 2000)

                  Agreement made and entered into this 28th day of April, 2000
(the "Effective Date"), by and between General Cable Corporation, a Delaware
corporation (the "Company") and Christopher F. Virgulak (the "Executive").

                              W I T N E S S E T H:
                               -------------------

                  WHEREAS, the Executive and the Company are parties to an
employment agreement effective as of October 18, 1999, which is currently in
effect (the "Employment Arrangement"); and

                  WHEREAS, effective upon the Effective Date it is intended that
the Employment Arrangement be amended and restated as set forth herein;

                  NOW THEREFORE, in consideration of the mutual covenants
hereinafter set forth, the parties hereto agree as follows:

                  1. TERM OF EMPLOYMENT.

                  Commencing on the Effective Date, the Company shall employ the
Executive, and the Executive shall continue employment and shall serve the
Company, in such capacities, with such duties and authority, for such period, at
such level of compensation and with such benefits, and upon such other terms and
subject to such other conditions, as are hereinafter set forth. The term of the
Executive's employment hereunder shall commence on the Effective Date and,
unless previously terminated as provided herein, shall continue until the third
anniversary of the Effective Date (the "Employment Period"); PROVIDED, HOWEVER,
that commencing on the second anniversary of the Effective Date and each
anniversary thereafter, the Employment Period shall automatically be extended
for one additional year unless not later than one hundred twenty (120) days
prior to such anniversary, the Company or the Executive shall have given written
notice to the other not to extend the Employment Period.

                  2. CAPACITIES, DUTIES AND AUTHORITY.

                  (a) Effective on the Effective Date and throughout the
Employment Period, the Executive shall be entitled to serve as, Executive Vice
President and Chief Financial Officer of the Company, GK Technologies,
Incorporated, a New Jersey corporation ("GK"), BICC General Cable Industries,
Inc., a Delaware corporation ("BICC General"), and such other affiliates of the
Company, GK or BICC General as the Board



   2

of Directors of the Company (the "Company's Board") shall request. The Company,
GK, BICC General and such other affiliates are hereinafter referred to
collectively as the "Group."

                  (b) In his capacity as Executive Vice President and Chief
Financial Officer of each of the members of the Group, the Executive shall have
such authority, perform such duties, discharge such responsibilities and render
such services as are customary to and consistent with such positions, subject to
the authority and direction of the relevant board of directors.

                  (c) The Executive shall render his services diligently,
faithfully and to the best of his ability, devoting thereto his entire business
time, energy and skills on an exclusive basis and, without the prior written
consent of the Company's Chief Executive Officer, the Executive shall not render
services to or for the account of any person, firm or corporation other than a
member of the Group.

                  3. COMPENSATION.

                  (a) The Executive shall be paid a base salary during the
Employment Period at the annual rate of Two Hundred Fifty Thousand Dollars
($250,000), payable in accordance with the regular payroll practices of the
Company. The Compensation Committee of the Company's Board (the "Compensation
Committee") shall annually review the Executive's performance and determine, in
its sole discretion, whether or not to increase the Executive's base salary and,
if so, the amount of such increase. The Executive's base salary as in effect
from time to time is hereinafter referred to as the "Base Salary."

                  (b) The Executive shall be entitled to participate in the
General Cable Corporation 1999 Incentive Bonus Program and any performance-based
annual bonus program for senior executives of the Company for fiscal years after
1999 (a "Future Bonus Plan") on such terms and conditions as determined in the
discretion of the Compensation Committee. For purposes of the obligations of the
Company on termination of employment of the Executive, the target bonus amount
under any Future Bonus Plan shall be not less than 97% of the Executive's Base
Salary in effect in the year that employment is terminated.

                  4. EMPLOYEE BENEFIT PROGRAMS.

                  (a) During the Employment Period, the Executive shall be
entitled to vacation generally made available to executive personnel of the
Group and to participate in and have the benefit of all group life, disability,
hospital, surgical and major medical insurance plans and programs and other
employee benefit plans and programs as generally are made available to executive
personnel of the Group, as such



                                       2
   3

benefit plans or programs may be amended in the sole discretion of the Group
members and with the concurrence of the Compensation Committee, from time to
time.

                  (b) During the Employment Period, the Executive shall be
entitled to receive or participate in fringe benefit arrangements that provide
tax services and financial planning in accordance with the terms and conditions
of such arrangements as may be in effect from time to time.

                  5. STOCK OPTIONS

                  The Company has adopted, and the stockholders of the Company
have approved the adoption of, the General Cable Corporation Stock Incentive
Plan (the "Stock Incentive Plan"). The Executive shall be eligible to receive
grants under the Stock Incentive Plan during the Employment Period as determined
by the Compensation Committee of the Company's Board in its sole discretion.

                  6. RESTRICTED STOCK AND OTHER STOCK AWARDS

                  During the Employment Period, the Executive shall be eligible
to receive grants of restricted stock and other stock awards ("Stock Awards") in
such amounts and subject to such terms as determined by the Compensation
Committee of the Company's Board in its sole discretion.

                  7. TERMINATION OF EMPLOYMENT.

                  (a) The Executive's employment hereunder shall terminate:

                           (i) upon the death of the Executive;

                           (ii) upon the Disability of the Executive, which for
                  the purposes of this Agreement shall mean his inability
                  because of physical or mental illness or incapacity, whether
                  partial or total, with or without accommodation, to perform
                  his duties under this Agreement, as determined by the
                  Company's Board, after review of such reports of physicians of
                  recognized standing in the medical community in the
                  Cincinnati, Ohio metropolitan area as the Company's Board (or
                  a special committee thereof) selects, for a continuous period
                  of at least four (4) months or for an aggregate of one hundred
                  fifty (150) days within any twelve (12) month period; or

                           (iii) at the option of the Company, exercisable by or
                  upon the authority of the Company's Chief Executive Officer
                  and effective immediately upon the giving by the Company to
                  the Executive of written



                                       3
   4

                  notice of such exercise, for "Cause," which, for purposes of
                  this Agreement, shall mean:

                  (A)      the gross neglect or willful failure by the Executive
                           to perform his duties and responsibilities in all
                           material respects as set forth in Paragraph 2 hereof,
                           after a written demand for substantial performance is
                           delivered to the Executive by the Company's Chief
                           Executive Officer, which demand specifically
                           identifies the manner in which the Company's Chief
                           Executive Officer believes that the Executive has not
                           so performed his duties;

                  (B)      any act of fraud by the Executive, whether relating
                           to the Group or otherwise;

                  (C)      the conviction or entry into a plea of NOLO
                           CONTENDERE by the Executive with respect to any
                           felony or misdemeanor (other than a traffic offense
                           which does not result in imprisonment);

                  (D)      the commission by the Executive of any willful or
                           intentional act (including any violation of law)
                           which materially injures the reputation or materially
                           adversely affects the business or business
                           relationships of the Group; 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 this Agreement, if such
                           breach is not cured within 10 days after written
                           notice thereof to the Executive by the Company's
                           Chief Executive Officer;

For purposes of clauses (A), (D) and (E) of this definition, no act, or failure
to act, on the Executive's part shall be deemed "willful" unless done, or
omitted to be done, by the Executive not in good faith and without reasonable
belief that the Executive's act, or failure to act, was in the best interest of
the Group.

                           (iv) at the option of the Company, for a reason other
                  than Disability or Cause, effective immediately upon the
                  giving of written notice of such exercise;

                           (v) at the option of the Executive, effective ten
                  (10) business days after the giving of written notice of such
                  exercise by the Executive to the Company (or such shorter
                  period as the Company's Chief Executive Officer may elect by
                  giving written notice to the Executive), in the event that the
                  Executive has Good Reason, which for purposes of this



                                       4
   5


                  Agreement shall mean the occurrence at any time of any of the
                  following without the Executive's prior written consent:

                  (A)      removal from the position of Executive Vice President
                           and Chief Financial Officer with respect to the
                           Company or any of its significant subsidiaries (as
                           defined in Regulation S-X under the Securities
                           Exchange Act of 1934);

                  (B)      the assignment of duties or responsibilities
                           materially inconsistent with those customarily
                           associated with the positions held by the Executive
                           or a diminution of the Executive's position,
                           authority, duties or responsibilities (other than an
                           isolated action that is not taken in bad faith and is
                           remedied by the Company promptly after receipt of
                           written notice thereof from the Executive);

                  (C)      except as provided in Paragraph 7(d), a reduction in
                           the Executive's Base Salary payable pursuant to
                           Paragraph 3(a) hereof or a material reduction in any
                           other material benefit provided the Executive
                           hereunder; or

                  (D)      notice by the Company, as set forth in Paragraph 1(a)
                           hereof, not to extend the Employment Period; or

                  (E)      the failure by the Company to obtain an agreement
                           from any successor to assume and agree to perform
                           this Agreement; or

                  (F)      any willful failure or willful breach by the Company
                           (not covered by any of clauses (A) through (E) above)
                           of any of the material obligations of this Agreement,
                           if such breach is not cured within 10 days after
                           written notice thereof by the Executive to the
                           Company's Chief Executive Officer;

For purposes of clause (F) of this definition, no act, or failure to act, on the
Company's part shall be deemed "willful" unless done, or omitted to be done, by
the Company not in good faith and without reasonable belief that the Company's
act, or failure to act, was in the best interest of the Group.

                           (vi) at the option of the Executive, for a reason
                  other than Good Reason, effective upon 30 days of the giving
                  of written notice of such exercise.

         (b) OBLIGATIONS OF THE COMPANY UPON TERMINATION OF EMPLOYMENT.



                                       5
   6

                           (i) DEATH. In the event of the Executive's death
                  during the Employment Period, the Employment Period shall end
                  as of the date of the Executive's death and his estate and/or
                  beneficiaries, as the case may be, shall be entitled to the
                  following, as soon as practicable following the date of
                  Executive's death:

                  (A)      Base Salary earned but not paid prior to the date of
                           his death;

                  (B)      payment for all accrued but unused vacation time up
                           to the date of his death;

                  (C)      payment for any bonus deferred for any year prior to
                           the year in which occurs the date of his death;

                  (D)      the 1999 Incentive Bonus or any bonus payable
                           pursuant to any Future Bonus Plan, to the extent
                           earned but not paid with respect to the year in which
                           the Executive's death occurs;

                  (E)      a pro rata portion (based on the number of days
                           worked) of the bonus payable under the 1999 Incentive
                           Bonus Plan or any Future Bonus Plan in effect for the
                           year in which the Executive's death occurs; PROVIDED,
                           HOWEVER, that the performance goals established under
                           the applicable program with respect to the entire
                           year in which the Executive's death occurs are met;

                  (F)      immediate vesting of and lapsing of restrictions on
                           all unvested Stock Awards held by the Executive on
                           the date of his death;

                  (G)      immediate vesting of all Company stock options held
                           by the Executive on the date of his death, with such
                           options remaining exercisable for twelve months from
                           the date of the Executive's death; and

                  (H)      such additional benefits as may be provided by the
                           then existing plans, programs and/or arrangements of
                           the Company.

                           (ii) DISABILITY. If the Executive's employment is
                  terminated due to Disability during the Employment Period,
                  either by the Company or by the Executive, the Employment
                  Period shall end as of the date of the termination of the
                  Executive's employment and the Executive shall be entitled to
                  the following, as soon as practicable following the date of
                  termination:



                                       6
   7

                  (A)      Base Salary earned but not paid prior to the date of
                           the termination of the Executive's employment;

                  (B)      payment for all accrued but unused vacation time up
                           to the date of the termination of the Executive's
                           employment;

                  (C)      payment for any bonus deferred for any year prior to
                           the year in which occurs the date of the termination
                           of the Executive's employment;

                  (D)      the 1999 Incentive Bonus or any bonus payable
                           pursuant to any Future Bonus Plans, to the extent
                           earned but not paid with respect to the year in which
                           the Executive's termination of employment occurs;

                  (E)      a pro rata portion (based on the number of days
                           worked) of the bonus payable under the 1999 Incentive
                           Bonus Plan or any Future Bonus Plan in effect for the
                           year in which the Executive's termination of
                           employment occurs; PROVIDED, HOWEVER, that the
                           performance goals established under the applicable
                           program with respect to the entire year in which the
                           Executive's termination of employment occurs are met;

                  (F)      immediate vesting of and lapsing of restrictions on
                           all unvested Stock Awards held by the Executive on
                           the date of his Disability;

                  (G)      immediate vesting of all Company stock options held
                           by the Executive on the date of his Disability, with
                           such options remaining exercisable for twelve months
                           from the date of the Executive's Disability; and

                  (H)      such additional benefits as may be provided by the
                           then existing plans, programs and/or arrangements of
                           the Company.

                           (iii) CAUSE. If the Company terminates the
                  Executive's employment for Cause, the Executive shall be
                  entitled to the following, within 60 days following the date
                  of termination:

                  (A)      Base Salary earned but not paid prior to the date of
                           the termination of his employment;

                  (B)      payment for all accrued but unused vacation time up
                           to the date of the termination of the Executive's
                           employment;




                                       7
   8

                  (C)      payment for any bonus deferred for any year prior to
                           the year in which occurs the date of the termination
                           of the Executive's employment; and

                  (D)      such additional benefits as may be provided by the
                           then existing plans, programs and/or arrangements of
                           the Company.

                           (iv) WITHOUT CAUSE OR WITH GOOD REASON. If the
                  Executive's employment is terminated by the Company (other
                  than for Cause or Disability) or if the Executive terminates
                  his employment with Good Reason, the Employment Period shall
                  end as of the effective date of termination and the Executive
                  shall be entitled to the following, within 10 business days
                  following the date of termination or such earlier date as may
                  be required by law:

                  (A)      Base Salary earned but not paid prior to the date of
                           the termination of his employment;

                  (B)      payment for all accrued but unused vacation time up
                           to the date of the termination of the Executive's
                           employment;

                  (C)      payment for any bonus deferred for any year prior to
                           the year in which occurs the date of the termination
                           of the Executive's employment;

                  (D)      the 1999 Incentive Bonus or any bonus payable
                           pursuant to any Future Bonus Plan, to the extent
                           earned but not paid with respect to the year in which
                           the Executive's termination of employment occurs;

                  (E)      a lump sum amount equal to two times the sum of (x)
                           the Base Salary (based on the Base Salary in effect
                           on the date of the termination of the Executive's
                           employment, and in the case of a termination of
                           employment by the Executive for Good Reason due to a
                           reduction in Base Salary under Paragraph 6(a)(v)(C),
                           based on the Base Salary in effect immediately prior
                           to such reduction) plus (y) the target annual bonus
                           under the 1999 Incentive Bonus Plan or any Future
                           Bonus Plan, as the case may be, for the year of
                           termination;



                                       8
   9

                  (F)      immediate vesting of and lapsing of restrictions on
                           all unvested Stock Awards held by the Executive on
                           the date of the termination of his employment;

                  (G)      immediate vesting of all Company stock options held
                           by the Executive on the date of the termination of
                           his employment, with all stock options remaining
                           exercisable until their expiration pursuant to the
                           Stock Incentive Plan;

                  (H)      continued participation, as if he were still an
                           employee, in the Company's medical, dental,
                           hospitalization and life insurance plans, programs
                           and/or arrangements in which he was participating on
                           the date of the termination of his employment on the
                           same terms and conditions as other executives under
                           such plans, programs and/or arrangements until the
                           earlier of two years from the date of the Executive's
                           termination or the date, or dates, he receives
                           equivalent coverage and benefits under the plans,
                           programs and/or arrangements of a subsequent employer
                           (such coverage and benefits to be determined on a
                           coverage-by-coverage or benefit-by-benefit basis);
                           and

                  (I)      such additional benefits as may be provided by the
                           then existing plans, programs and/or arrangements of
                           the Company (other than any severance payments
                           payable under the terms of any benefit plan),
                           including outplacement services consistent with the
                           Company's then existing practice for senior
                           executives or, if there is no such then existing
                           practice, consistent with the Company's past practice
                           for senior executives.

                           (v) WITHOUT GOOD REASON. If the Executive's
                  employment is terminated by the Executive without Good Reason,
                  the Executive shall be entitled to the following, within 60
                  days following the date of termination or such earlier date as
                  may be required by law:

                  (A)      Base Salary earned but not paid prior to the date of
                           the termination of his employment;

                  (B)      payment for all accrued but unused vacation time up
                           to the date of the termination of the Executive's
                           employment;

                  (C)      payment for any bonus deferred for any year prior to
                           the year in which occurs the date of the termination
                           of the Executive's employment;


                                       9
   10

                  (D)      such additional benefits as may be provided by the
                           then existing plans, programs and/or arrangements of
                           the Company.

                  (c) Any payment under Paragraph 7(b) hereof shall be in lieu
of any other severance, bonus or other payments to which the Executive might
then be entitled pursuant to this Agreement or any statutory or common law
claim, subject, in each case, to the execution by the Executive and delivery to
the Company of a customary release of all claims related to his employment or
termination thereof in a form to be provided by the Company. The Company's
obligations to make the payments under Paragraph 7(b) hereof, except in the case
of a termination for Cause, shall not otherwise be affected by any
circumstances, including, without limitation, any set-off, counterclaim,
recoupment, defense or other right which the Company or any member of the Group
may have against the Executive. The Executive acknowledges and agrees that in
the event the parties dispute whether the Executive shall be entitled to the
payment hereunder, such payment shall not be deemed to be earned or otherwise
vest hereunder until such time as the dispute is resolved in accordance with
Paragraph 11(c) hereof.

                  (d) Notwithstanding anything to the contrary herein, if the
Company's Chief Executive Officer has reason to believe that there are
circumstances which, if substantiated, would constitute Cause as defined herein,
the Company may suspend the Executive from employment without notice for such
period of time as shall be reasonably necessary for the Company's Chief
Executive Officer to ascertain whether such circumstances are substantiated.
During such suspension, the Executive shall continue to be paid all compensation
and provided all benefits hereunder; PROVIDED, HOWEVER, that if the Executive
has been indicted or otherwise formally charged by governmental authorities with
any felony, the Company's Chief Executive Officer may in its sole discretion,
and without limiting the Company's President's discretion to terminate the
Executive's employment for Cause, suspend the Executive without continuation of
any compensation or benefits hereunder, pending final disposition of such
criminal charge(s). Upon receiving notice of any such suspension, the Executive
shall promptly leave the premises of the Company and remain off such premises
and the premises of all other Group members until further notice from the
Company's Chief Executive Officer.

                  8. NEGATIVE COVENANTS OF THE EXECUTIVE.

                  (a) During the Employment Period and for a period of one and a
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 Group to terminate his or her employment or
                  engagement by the Group to



                                       10
   11

                  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

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

For purposes of this Paragraph 8(a), the terms "employee," "director,"
"officer," "associate," "consultant," "agent," and "independent contractor"
shall 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 a
half (1.5) years following the Executive's termination of employment. The
Executive shall not be deemed to have violated the provisions of this Paragraph
8(a) by reason of an isolated act, or failure to act, not taken in bad faith.

                  (b) During the Employment Period and for a period of one and a
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 or distribution
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 1% of the combined voting power of the voting securities of such
company.

                  (c) During the Employment Period and thereafter without limit
as to time, the Executive will not (other than in the regular course and in
furtherance of the Group's business) divulge, furnish or make available to any
person any knowledge or information with respect to the business or affairs of
the Group which is confidential, including, without limitation, "know-how,"
trade secrets, customer and supplier lists,



                                       11
   12

pricing policies, operational methods, marketing plans or strategies, product
development techniques or plans, business acquisition or disposition plans, new
personnel employment plans, methods of manufacture, technical processes, designs
and design projects, inventions and research projects and financial budgets and
forecasts of the Group except (1) information which at the time is available to
others in the business or generally known to the public other than as a result
of disclosure by the Executive not permitted hereunder, and (2) when required to
do so by a court of competent jurisdiction, by any governmental agency or by any
administrative body or legislative body (including a committee thereof) with
purported or apparent jurisdiction to order the Executive to divulge, disclose
or make accessible such information. All memoranda, notes, lists, records,
electronically stored data, recordings or videotapes and other documents (and
all copies thereof) made or compiled by the Executive or made available to the
Executive (whether during his employment by the Group or by any predecessor
thereof) concerning the business of the Group or any predecessor thereof shall
be the property of the Company or such other member of the Group and shall be
delivered to the Company or such other member of the Group promptly upon the
termination of the Employment Period.

                  (d) The Executive acknowledges that all developments,
including, without limitation, inventions, patentable or otherwise, trade
secrets, discoveries, improvements, ideas and writings that alone or jointly
with others the Executive may conceive, make, develop or acquire during the
period of his employment by the Group and any predecessor thereof (collectively,
the "Developments"), are and shall remain the sole and exclusive property of the
Group and the Executive hereby assigns to the Group all of his right, title and
interest in all such Developments. The Executive shall promptly and fully
disclose all future Developments to the Company's Board, and, at any time upon
request and at the expense of the Company, shall execute, acknowledge and
deliver to the Group all instruments that the Group shall prepare, give
evidence, and take all other actions that are necessary or desirable in the
reasonable opinion of the Company's counsel, to enable the Group to file and
prosecute applications for and to acquire, maintain and enforce all letters
patent, trademark registrations or copyrights covering the Developments in all
countries in which the same are deemed necessary.

                  (e) The Executive acknowledges that the services to be
rendered by the Executive are of a special, unique and extraordinary character
and, in connection with such services, the Executive will have access to
confidential information vital to the Group's business and that irreparable
injury would be sustained by the Group in the event of his breach of any of the
covenants contained in this Paragraph 8, which injury could not be remedied
adequately by the recovery of damages in an action at law. Accordingly, the
Executive agrees that, upon a breach or threatened breach by him of any of such
covenants, the Company and, to the extent appropriate, any other member of the
Group shall be entitled, in addition to and not in lieu of any and all other
remedies, to an injunction to be issued by any court of competent jurisdiction
restraining



                                       12
   13

the commission or continuance of any such breach or threatened breach upon
minimal bond, with or without surety, and that such an injunction will not work
an undue hardship on him.

                  (f) The provisions of this Paragraph 8 shall survive the
termination of this Agreement, irrespective of the reasons therefor.

                  (g) If any court determines that any of the provisions of this
Paragraph 8 is invalid or unenforceable, the remainder of such provisions shall
not thereby be affected and shall be given full effect without regard to the
invalid provisions. If any court construes any of the provisions of this
Paragraph 8, or any part thereof, to be unreasonable because of the duration of
such provision or the geographic scope thereof, such court shall have the power
to reduce the duration or restrict the geographic scope of such provision and to
enforce such provision as so reduced or restricted.

                  9. REIMBURSEMENT OF BUSINESS EXPENSE.

                     During the Employment Period, the Executive is authorized
to incur reasonable business expenses in carrying out his duties and
responsibilities under the Agreement, and the Company or the relevant member of
the Group shall promptly reimburse him for all such reasonable business expenses
incurred in connection with carrying out the business of such member of the
Group, subject to documentation in accordance with such member of the Group's
policy.

                  10. INDEMNIFICATION.

                     To the fullest extent permitted by law and the Company's
certificate of incorporation and by-laws, the Company shall promptly indemnify
the Executive for all amounts (including, without limitation, judgments, fines,
settlement payments, losses, damages, costs and expenses (including reasonable
attorneys' fees)) incurred or paid by the Executive in connection with any
action, proceeding, suit or investigation arising out of or relating to the
performance by the Executive of services for (or acting as a fiduciary of any
employee benefit plans, programs or arrangements of) the Company or other member
of the Group, including as a director, officer or employee of the Company or
other member of the Group. The Company also agrees to maintain a director's and
officers' liability insurance policy covering the Executive to the extent the
Company provides such coverage for its other executive officers. Notwithstanding
any other provision of this Agreement, the provisions of this Paragraph 10 shall
survive any termination or expiration of this Agreement.



                                       13
   14

                  11. MISCELLANEOUS.

                  (a) This Agreement is intended to be performed in, and shall
be construed and enforced in accordance with the laws of, the State of Kentucky
without reference to principles of conflict of laws.

                  (b) Upon the Effective Date, this Agreement shall incorporate
the complete understanding and agreement between the parties with respect to the
subject matter hereof and supersede any and all other prior or contemporaneous
agreements, written or oral, between the Executive and any member of the Group
or any predecessor thereof with respect to such subject matter (including the
Employment Arrangement), other than the Change-in-Control Agreement, of even
date herewith, between the Company and the Executive (the "Change-in-Control
Agreement"); PROVIDED, HOWEVER, this Agreement shall not adversely affect the
Executive's rights to the Option (as defined in the Employment Arrangement) or
the Executive's rights to receive accrued amounts under the Employment
Arrangement and no payment or benefit shall be made or provided hereunder if and
to the extent such payment or benefit would be duplicative of a payment or
benefit to which the Executive is then entitled under the Change-in-Control
Agreement. No provision hereof may be modified or waived except by a written
instrument duly executed by the Executive and the Company with the express
approval of the Compensation Committee.

                  (c) Any dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration conducted in
Cincinnati, Ohio under the Commercial Arbitration Rules then prevailing of the
American Arbitration Association and such submission shall request the American
Arbitration Association to: (i) appoint an arbitrator experienced and
knowledgeable concerning the matter then in dispute; (ii) require the testimony
to be transcribed; (iii) require the award to be accompanied by findings of fact
and a statement of reasons for the decision; and (iv) request the matter to be
handled by and in accordance with the expedited procedures provided for in the
Commercial Arbitration Rules. The determination of the arbitrators, which shall
be based upon a de novo interpretation of this Agreement, shall be final and
binding and judgment may be entered on the arbitrators' award in any court
having jurisdiction. All costs of the American Arbitration Association and the
arbitrator shall be borne by the Company, unless the position advanced by the
Executive is determined by the arbitrator to be frivolous in nature.

                  (d) The Executive acknowledges that before entering into this
Agreement he has received a reasonable period of time to consider this Agreement
and has had sufficient time and an opportunity to consult with any attorney or
other advisor of his choice in connection with this Agreement and all matters
contained herein, and that he has been advised to do so if he so chooses. The
Executive further acknowledges that this Agreement and all terms hereof are
fair, reasonable and are not



                                       14
   15

the result of any fraud, duress, coercion, pressure or undue influence exercised
by the Company, that he has approved and entered into this Agreement and all of
the terms hereof on his own free will, and that no promises or representations
have been made to him by any person to induce him to enter into this Agreement
other than the express terms set forth herein.

                  (e) The Company shall be entitled to deduct and withhold from
all compensation payable to the Executive pursuant to this Agreement all amounts
required to be deducted and withheld therefrom pursuant to any present or future
law, regulation or ordinance of the United States of America or any state or
local jurisdiction therein or any foreign taxing jurisdiction.

                  (f) Paragraph headings are included in this Agreement for
convenience of reference only and shall not affect the interpretation of the
text hereof.

                  (g) Any and all notices, demands or other communications to be
given or made hereunder shall be in writing and shall be deemed to have been
fully given or made when personally delivered, or on the third business day
after mailing from within the continental United States by registered mail,
postage prepaid, addressed as follows:

                  If to the Company:
                  General Cable Corporation
                  4 Tesseneer Drive
                  Highland Heights, KY 41076
                  Attention: General Counsel

                  If to the Executive:
                  8124 Starting Gate Lane
                  Cincinnati, Ohio  45249

Either party may change the address to which any notices to it shall be sent by
giving to the other party written notice of such change in conformity with the
foregoing.

                  (h) This Agreement may be executed in two or more
counterparts, each of which shall constitute an original but all of which
together shall constitute one and the same instrument.

                  (i) 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



                                       15
   16

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.

                  (j) The Company shall be deemed to have performed its
obligations to make payments or provide benefits to the Executive under this
Agreement if it has caused a member of the Group to make such payments or
provide such benefits.

                  IN WITNESS WHEREOF, each of the Company and the Executive has
executed this Agreement as of the 28th day of April, 2000.

                                            GENERAL CABLE CORPORATION



                                            By: /s/ Robert J. Siverd





ACCEPTED AND AGREED TO

as of the date first written above



By: /s/ Christopher F.  Virgulak
    -------------------------------
        Christopher F. Virgulak



                                       16

EX-10.36

   1
                                                                   Exhibit 10.36



                              EMPLOYMENT AGREEMENT
                              --------------------

                   (Amended and Restated as of April 28, 2000)

                  Agreement made and entered into this 28th day of April, 2000
(the "Effective Date"), by and between General Cable Corporation, a Delaware
corporation (the "Company") and Robert J. Siverd (the "Executive").

                              W I T N E S S E T H:
                               -------------------

                  WHEREAS, the Executive and the Company are parties to an
employment agreement effective as of October 18, 1999, which is currently in
effect (the "Employment Arrangement"); and

                  WHEREAS, effective upon the Effective Date it is intended that
the Employment Arrangement be amended and restated as set forth herein;

                  NOW THEREFORE, in consideration of the mutual covenants
hereinafter set forth, the parties hereto agree as follows:

                  1. TERM OF EMPLOYMENT.

                  Commencing on the Effective Date, the Company shall employ the
Executive, and the Executive shall continue employment and shall serve the
Company, in such capacities, with such duties and authority, for such period, at
such level of compensation and with such benefits, and upon such other terms and
subject to such other conditions, as are hereinafter set forth. The term of the
Executive's employment hereunder shall commence on the Effective Date and,
unless previously terminated as provided herein, shall continue until the third
anniversary of the Effective Date (the "Employment Period"); PROVIDED, HOWEVER,
that commencing on the second anniversary of the Effective Date and each
anniversary thereafter, the Employment Period shall automatically be extended
for one additional year unless not later than one hundred twenty (120) days
prior to such anniversary, the Company or the Executive shall have given written
notice to the other not to extend the Employment Period.

                  2. CAPACITIES, DUTIES AND AUTHORITY.

                  (a) Effective on the Effective Date and throughout the
Employment Period, the Executive shall be entitled to serve as, Executive Vice
President, General Counsel and Secretary of the Company, GK Technologies,
Incorporated, a New Jersey



   2

corporation ("GK"), BICC General Cable Industries, Inc., a Delaware corporation
("BICC General"), and such other affiliates of the Company, GK or BICC General
as the Board of Directors of the Company (the "Company's Board") shall request.
The Company, GK, BICC General and such other affiliates are hereinafter referred
to collectively as the "Group."

                  (b) In his capacity as Executive Vice President, General
Counsel and Secretary of each of the members of the Group, the Executive shall
have such authority, perform such duties, discharge such responsibilities and
render such services as are customary to and consistent with such positions,
subject to the authority and direction of the relevant board of directors.

                  (c) The Executive shall render his services diligently,
faithfully and to the best of his ability, devoting thereto his entire business
time, energy and skills on an exclusive basis and, without the prior written
consent of the Company's Chief Executive Officer, the Executive shall not render
services to or for the account of any person, firm or corporation other than a
member of the Group.

                  3. COMPENSATION.

                  (a) The Executive shall be paid a base salary during the
Employment Period at the annual rate of Two Hundred Fifty-Three Thousand Five
Hundred Dollars ($253,500), payable in accordance with the regular payroll
practices of the Company. The Compensation Committee of the Company's Board (the
"Compensation Committee") shall annually review the Executive's performance and
determine, in its sole discretion, whether or not to increase the Executive's
base salary and, if so, the amount of such increase. The Executive's base salary
as in effect from time to time is hereinafter referred to as the "Base Salary."

                  (b) The Executive shall be entitled to participate in the
General Cable Corporation 1999 Incentive Bonus Program and any performance-based
annual bonus program for senior executives of the Company for fiscal years after
1999 (a "Future Bonus Plan") on such terms and conditions as determined in the
discretion of the Compensation Committee. For purposes of the obligations of the
Company on termination of employment of the Executive, the target bonus amount
under any Future Bonus Plan shall be not less than 90% of the Executive's Base
Salary in effect in the year that employment is terminated.

                  4. EMPLOYEE BENEFIT PROGRAMS.

                  (a) During the Employment Period, the Executive shall be
entitled to vacation generally made available to executive personnel of the
Group and to participate in and have the benefit of all group life, disability,
hospital, surgical and




                                       2
   3



major medical insurance plans and programs and other employee benefit plans and
programs as generally are made available to executive personnel of the Group, as
such benefit plans or programs may be amended in the sole discretion of the
Group members and with the concurrence of the Compensation Committee, from time
to time.

                  (b) During the Employment Period, the Executive shall be
entitled to receive or participate in fringe benefit arrangements that provide
tax services and financial planning in accordance with the terms and conditions
of such arrangements as may be in effect from time to time.

                  5. STOCK OPTIONS

                  The Company has adopted, and the stockholders of the Company
have approved the adoption of, the General Cable Corporation Stock Incentive
Plan (the "Stock Incentive Plan"). The Executive shall be eligible to receive
grants under the Stock Incentive Plan during the Employment Period as determined
by the Compensation Committee of the Company's Board in its sole discretion.

                  6. RESTRICTED STOCK AND OTHER STOCK AWARDS

                  During the Employment Period, the Executive shall be eligible
to receive grants of restricted stock and other stock awards ("Stock Awards") in
such amounts and subject to such terms as determined by the Compensation
Committee of the Company's Board in its sole discretion.

                  7. TERMINATION OF EMPLOYMENT.

                  (a) The Executive's employment hereunder shall terminate:

                           (i) upon the death of the Executive;

                           (ii) upon the Disability of the Executive, which for
                  the purposes of this Agreement shall mean his inability
                  because of physical or mental illness or incapacity, whether
                  partial or total, with or without accommodation, to perform
                  his duties under this Agreement, as determined by the
                  Company's Board, after review of such reports of physicians of
                  recognized standing in the medical community in the
                  Cincinnati, Ohio metropolitan area as the Company's Board (or
                  a special committee thereof) selects, for a continuous period
                  of at least four (4) months or for an aggregate of one hundred
                  fifty (150) days within any twelve (12) month period; or




                                       3
   4



                           (iii) at the option of the Company, exercisable by or
                  upon the authority of the Company's Chief Executive Officer
                  and effective immediately upon the giving by the Company to
                  the Executive of written notice of such exercise, for "Cause,"
                  which, for purposes of this Agreement, shall mean:

                  (A)      the gross neglect or willful failure by the Executive
                           to perform his duties and responsibilities in all
                           material respects as set forth in Paragraph 2 hereof,
                           after a written demand for substantial performance is
                           delivered to the Executive by the Company's Chief
                           Executive Officer, which demand specifically
                           identifies the manner in which the Company's Chief
                           Executive Officer believes that the Executive has not
                           so performed his duties;

                  (B)      any act of fraud by the Executive, whether relating
                           to the Group or otherwise;

                  (C)      the conviction or entry into a plea of NOLO
                           CONTENDERE by the Executive with respect to any
                           felony or misdemeanor (other than a traffic offense
                           which does not result in imprisonment);

                  (D)      the commission by the Executive of any willful or
                           intentional act (including any violation of law)
                           which materially injures the reputation or materially
                           adversely affects the business or business
                           relationships of the Group; 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 this Agreement, if such
                           breach is not cured within 10 days after written
                           notice thereof to the Executive by the Company's
                           Chief Executive Officer;

For purposes of clauses (A), (D) and (E) of this definition, no act, or failure
to act, on the Executive's part shall be deemed "willful" unless done, or
omitted to be done, by the Executive not in good faith and without reasonable
belief that the Executive's act, or failure to act, was in the best interest of
the Group.

                           (iv) at the option of the Company, for a reason other
                  than Disability or Cause, effective immediately upon the
                  giving of written notice of such exercise;

                           (v) at the option of the Executive, effective ten
                  (10) business days after the giving of written notice of such
                  exercise by the Executive to




                                       4
   5



                  the Company (or such shorter period as the Company's Chief
                  Executive Officer may elect by giving written notice to the
                  Executive), in the event that the Executive has Good Reason,
                  which for purposes of this Agreement shall mean the occurrence
                  at any time of any of the following without the Executive's
                  prior written consent:

                  (A)      removal from the position of Executive Vice
                           President, General Counsel and Secretary with respect
                           to the Company or any of its significant subsidiaries
                           (as defined in Regulation S-X under the Securities
                           Exchange Act of 1934);

                  (B)      the assignment of duties or responsibilities
                           materially inconsistent with those customarily
                           associated with the positions held by the Executive
                           or a diminution of the Executive's position,
                           authority, duties or responsibilities (other than an
                           isolated action that is not taken in bad faith and is
                           remedied by the Company promptly after receipt of
                           written notice thereof from the Executive);

                  (C)      except as provided in Paragraph 7(d), a reduction in
                           the Executive's Base Salary payable pursuant to
                           Paragraph 3(a) hereof or a material reduction in any
                           other material benefit provided the Executive
                           hereunder; or

                  (D)      notice by the Company, as set forth in Paragraph 1(a)
                           hereof, not to extend the Employment Period; or

                  (E)      the failure by the Company to obtain an agreement
                           from any successor to assume and agree to perform
                           this Agreement; or

                  (F)      any willful failure or willful breach by the Company
                           (not covered by any of clauses (A) through (E) above)
                           of any of the material obligations of this Agreement,
                           if such breach is not cured within 10 days after
                           written notice thereof by the Executive to the
                           Company's Chief Executive Officer;

For purposes of clause (F) of this definition, no act, or failure to act, on the
Company's part shall be deemed "willful" unless done, or omitted to be done, by
the Company not in good faith and without reasonable belief that the Company's
act, or failure to act, was in the best interest of the Group.

                           (vi) at the option of the Executive, for a reason
                  other than Good Reason, effective upon 30 days of the giving
                  of written notice of such exercise.




                                       5
   6

                  (b) OBLIGATIONS OF THE COMPANY UPON TERMINATION OF EMPLOYMENT.

                           (i) DEATH. In the event of the Executive's death
                  during the Employment Period, the Employment Period shall end
                  as of the date of the Executive's death and his estate and/or
                  beneficiaries, as the case may be, shall be entitled to the
                  following, as soon as practicable following the date of
                  Executive's death:

                  (A)      Base Salary earned but not paid prior to the date of
                           his death;

                  (B)      payment for all accrued but unused vacation time up
                           to the date of his death;

                  (C)      payment for any bonus deferred for any year prior to
                           the year in which occurs the date of his death;

                  (D)      the 1999 Incentive Bonus or any bonus payable
                           pursuant to any Future Bonus Plan, to the extent
                           earned but not paid with respect to the year in which
                           the Executive's death occurs;

                  (E)      a pro rata portion (based on the number of days
                           worked) of the bonus payable under the 1999 Incentive
                           Bonus Plan or any Future Bonus Plan in effect for the
                           year in which the Executive's death occurs; PROVIDED,
                           HOWEVER, that the performance goals established under
                           the applicable program with respect to the entire
                           year in which the Executive's death occurs are met;

                  (F)      immediate vesting of and lapsing of restrictions on
                           all unvested Stock Awards held by the Executive on
                           the date of his death;

                  (G)      immediate vesting of all Company stock options held
                           by the Executive on the date of his death, with such
                           options remaining exercisable for twelve months from
                           the date of the Executive's death; and

                  (H)      such additional benefits as may be provided by the
                           then existing plans, programs and/or arrangements of
                           the Company.

                           (ii) DISABILITY. If the Executive's employment is
                  terminated due to Disability during the Employment Period,
                  either by the Company or by the Executive, the Employment
                  Period shall end as of the date of the termination of the
                  Executive's employment and the Executive shall be




                                       6
   7

                  entitled to the following, as soon as practicable following
                  the date of termination:

                  (A)      Base Salary earned but not paid prior to the date of
                           the termination of the Executive's employment;

                  (B)      payment for all accrued but unused vacation time up
                           to the date of the termination of the Executive's
                           employment;

                  (C)      payment for any bonus deferred for any year prior to
                           the year in which occurs the date of the termination
                           of the Executive's employment;

                  (D)      the 1999 Incentive Bonus or any bonus payable
                           pursuant to any Future Bonus Plans, to the extent
                           earned but not paid with respect to the year in which
                           the Executive's termination of employment occurs;

                  (E)      a pro rata portion (based on the number of days
                           worked) of the bonus payable under the 1999 Incentive
                           Bonus Plan or any Future Bonus Plan in effect for the
                           year in which the Executive's termination of
                           employment occurs; PROVIDED, HOWEVER, that the
                           performance goals established under the applicable
                           program with respect to the entire year in which the
                           Executive's termination of employment occurs are met;

                  (F)      immediate vesting of and lapsing of restrictions on
                           all unvested Stock Awards held by the Executive on
                           the date of his Disability;

                  (G)      immediate vesting of all Company stock options held
                           by the Executive on the date of his Disability, with
                           such options remaining exercisable for twelve months
                           from the date of the Executive's Disability; and

                  (H)      such additional benefits as may be provided by the
                           then existing plans, programs and/or arrangements of
                           the Company.

                           (iii) CAUSE. If the Company terminates the
                  Executive's employment for Cause, the Executive shall be
                  entitled to the following, within 60 days following the date
                  of termination:

                  (A)      Base Salary earned but not paid prior to the date of
                           the termination of his employment;



                                       7
   8

                  (B)      payment for all accrued but unused vacation time up
                           to the date of the termination of the Executive's
                           employment;

                  (C)      payment for any bonus deferred for any year prior to
                           the year in which occurs the date of the termination
                           of the Executive's employment; and

                  (D)      such additional benefits as may be provided by the
                           then existing plans, programs and/or arrangements of
                           the Company.

                           (iv) WITHOUT CAUSE OR WITH GOOD REASON. If the
                  Executive's employment is terminated by the Company (other
                  than for Cause or Disability) or if the Executive terminates
                  his employment with Good Reason, the Employment Period shall
                  end as of the effective date of termination and the Executive
                  shall be entitled to the following, within 10 business days
                  following the date of termination or such earlier date as may
                  be required by law:

                  (A)      Base Salary earned but not paid prior to the date of
                           the termination of his employment;

                  (B)      payment for all accrued but unused vacation time up
                           to the date of the termination of the Executive's
                           employment;

                  (C)      payment for any bonus deferred for any year prior to
                           the year in which occurs the date of the termination
                           of the Executive's employment;

                  (D)      the 1999 Incentive Bonus or any bonus payable
                           pursuant to any Future Bonus Plan, to the extent
                           earned but not paid with respect to the year in which
                           the Executive's termination of employment occurs;

                  (E)      a lump sum amount equal to two times the sum of (x)
                           the Base Salary (based on the Base Salary in effect
                           on the date of the termination of the Executive's
                           employment, and in the case of a termination of
                           employment by the Executive for Good Reason due to a
                           reduction in Base Salary under Paragraph 6(a)(v)(C),
                           based on the Base Salary in effect immediately prior
                           to such reduction) plus (y) the target annual bonus
                           under the 1999 Incentive Bonus Plan or any Future
                           Bonus Plan, as the case may be, for the year of
                           termination;



                                       8
   9

                  (F)      immediate vesting of and lapsing of restrictions on
                           all unvested Stock Awards held by the Executive on
                           the date of the termination of his employment;

                  (G)      immediate vesting of all Company stock options held
                           by the Executive on the date of the termination of
                           his employment, with all stock options remaining
                           exercisable until their expiration pursuant to the
                           Stock Incentive Plan;

                  (H)      continued participation, as if he were still an
                           employee, in the Company's medical, dental,
                           hospitalization and life insurance plans, programs
                           and/or arrangements in which he was participating on
                           the date of the termination of his employment on the
                           same terms and conditions as other executives under
                           such plans, programs and/or arrangements until the
                           earlier of two years from the date of the Executive's
                           termination or the date, or dates, he receives
                           equivalent coverage and benefits under the plans,
                           programs and/or arrangements of a subsequent employer
                           (such coverage and benefits to be determined on a
                           coverage-by-coverage or benefit-by-benefit basis);
                           and

                  (I)      such additional benefits as may be provided by the
                           then existing plans, programs and/or arrangements of
                           the Company (other than any severance payments
                           payable under the terms of any benefit plan),
                           including outplacement services consistent with the
                           Company's then existing practice for senior
                           executives or, if there is no such then existing
                           practice, consistent with the Company's past practice
                           for senior executives.

                           (v) WITHOUT GOOD REASON. If the Executive's
                  employment is terminated by the Executive without Good Reason,
                  the Executive shall be entitled to the following, within 60
                  days following the date of termination or such earlier date as
                  may be required by law:

                  (A)      Base Salary earned but not paid prior to the date of
                           the termination of his employment;

                  (B)      payment for all accrued but unused vacation time up
                           to the date of the termination of the Executive's
                           employment;

                  (C)      payment for any bonus deferred for any year prior to
                           the year in which occurs the date of the termination
                           of the Executive's employment;



                                       9
   10

                  (D)      such additional benefits as may be provided by the
                           then existing plans, programs and/or arrangements of
                           the Company.

                  (c) Any payment under Paragraph 7(b) hereof shall be in lieu
of any other severance, bonus or other payments to which the Executive might
then be entitled pursuant to this Agreement or any statutory or common law
claim, subject, in each case, to the execution by the Executive and delivery to
the Company of a customary release of all claims related to his employment or
termination thereof in a form to be provided by the Company. The Company's
obligations to make the payments under Paragraph 7(b) hereof, except in the case
of a termination for Cause, shall not otherwise be affected by any
circumstances, including, without limitation, any set-off, counterclaim,
recoupment, defense or other right which the Company or any member of the Group
may have against the Executive. The Executive acknowledges and agrees that in
the event the parties dispute whether the Executive shall be entitled to the
payment hereunder, such payment shall not be deemed to be earned or otherwise
vest hereunder until such time as the dispute is resolved in accordance with
Paragraph 11(c) hereof.

                  (d) Notwithstanding anything to the contrary herein, if the
Company's Chief Executive Officer has reason to believe that there are
circumstances which, if substantiated, would constitute Cause as defined herein,
the Company may suspend the Executive from employment without notice for such
period of time as shall be reasonably necessary for the Company's Chief
Executive Officer to ascertain whether such circumstances are substantiated.
During such suspension, the Executive shall continue to be paid all compensation
and provided all benefits hereunder; PROVIDED, HOWEVER, that if the Executive
has been indicted or otherwise formally charged by governmental authorities with
any felony, the Company's Chief Executive Officer may in its sole discretion,
and without limiting the Company's President's discretion to terminate the
Executive's employment for Cause, suspend the Executive without continuation of
any compensation or benefits hereunder, pending final disposition of such
criminal charge(s). Upon receiving notice of any such suspension, the Executive
shall promptly leave the premises of the Company and remain off such premises
and the premises of all other Group members until further notice from the
Company's Chief Executive Officer.

                  8. NEGATIVE COVENANTS OF THE EXECUTIVE.

                  (a) During the Employment Period and for a period of one and a
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 Group to terminate his or her employment or
                  engagement by the Group to



                                       10
   11

                  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

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

For purposes of this Paragraph 8(a), the terms "employee," "director,"
"officer," "associate," "consultant," "agent," and "independent contractor"
shall 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 a
half (1.5) years following the Executive's termination of employment. The
Executive shall not be deemed to have violated the provisions of this Paragraph
8(a) by reason of an isolated act, or failure to act, not taken in bad faith.

                  (b) During the Employment Period and for a period of one and a
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 or distribution
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 1% of the combined voting power of the voting securities of such
company.

                  (c) During the Employment Period and thereafter without limit
as to time, the Executive will not (other than in the regular course and in
furtherance of the Group's business) divulge, furnish or make available to any
person any knowledge or information with respect to the business or affairs of
the Group which is confidential, including, without limitation, "know-how,"
trade secrets, customer and supplier lists,



                                       11
   12

pricing policies, operational methods, marketing plans or strategies, product
development techniques or plans, business acquisition or disposition plans, new
personnel employment plans, methods of manufacture, technical processes, designs
and design projects, inventions and research projects and financial budgets and
forecasts of the Group except (1) information which at the time is available to
others in the business or generally known to the public other than as a result
of disclosure by the Executive not permitted hereunder, and (2) when required to
do so by a court of competent jurisdiction, by any governmental agency or by any
administrative body or legislative body (including a committee thereof) with
purported or apparent jurisdiction to order the Executive to divulge, disclose
or make accessible such information. All memoranda, notes, lists, records,
electronically stored data, recordings or videotapes and other documents (and
all copies thereof) made or compiled by the Executive or made available to the
Executive (whether during his employment by the Group or by any predecessor
thereof) concerning the business of the Group or any predecessor thereof shall
be the property of the Company or such other member of the Group and shall be
delivered to the Company or such other member of the Group promptly upon the
termination of the Employment Period.

                  (d) The Executive acknowledges that all developments,
including, without limitation, inventions, patentable or otherwise, trade
secrets, discoveries, improvements, ideas and writings that alone or jointly
with others the Executive may conceive, make, develop or acquire during the
period of his employment by the Group and any predecessor thereof (collectively,
the "Developments"), are and shall remain the sole and exclusive property of the
Group and the Executive hereby assigns to the Group all of his right, title and
interest in all such Developments. The Executive shall promptly and fully
disclose all future Developments to the Company's Board, and, at any time upon
request and at the expense of the Company, shall execute, acknowledge and
deliver to the Group all instruments that the Group shall prepare, give
evidence, and take all other actions that are necessary or desirable in the
reasonable opinion of the Company's counsel, to enable the Group to file and
prosecute applications for and to acquire, maintain and enforce all letters
patent, trademark registrations or copyrights covering the Developments in all
countries in which the same are deemed necessary.

                  (e) The Executive acknowledges that the services to be
rendered by the Executive are of a special, unique and extraordinary character
and, in connection with such services, the Executive will have access to
confidential information vital to the Group's business and that irreparable
injury would be sustained by the Group in the event of his breach of any of the
covenants contained in this Paragraph 8, which injury could not be remedied
adequately by the recovery of damages in an action at law. Accordingly, the
Executive agrees that, upon a breach or threatened breach by him of any of such
covenants, the Company and, to the extent appropriate, any other member of the
Group shall be entitled, in addition to and not in lieu of any and all other
remedies, to an injunction to be issued by any court of competent jurisdiction
restraining



                                       12
   13

the commission or continuance of any such breach or threatened breach upon
minimal bond, with or without surety, and that such an injunction will not work
an undue hardship on him.

                  (f) The provisions of this Paragraph 8 shall survive the
termination of this Agreement, irrespective of the reasons therefor.

                  (g) If any court determines that any of the provisions of this
Paragraph 8 is invalid or unenforceable, the remainder of such provisions shall
not thereby be affected and shall be given full effect without regard to the
invalid provisions. If any court construes any of the provisions of this
Paragraph 8, or any part thereof, to be unreasonable because of the duration
of such provision or the geographic scope thereof, such court shall have the
power to reduce the duration or restrict the geographic scope of such provision
and to enforce such provision as so reduced or restricted.

                  9. REIMBURSEMENT OF BUSINESS EXPENSE.

                  During the Employment Period, the Executive is authorized
to incur reasonable business expenses in carrying out his duties and
responsibilities under the Agreement, and the Company or the relevant member of
the Group shall promptly reimburse him for all such reasonable business expenses
incurred in connection with carrying out the business of such member of the
Group, subject to documentation in accordance with such member of the Group's
policy.

                  10. INDEMNIFICATION.

                  To the fullest extent permitted by law and the Company's
certificate of incorporation and by-laws, the Company shall promptly indemnify
the Executive for all amounts (including, without limitation, judgments, fines,
settlement payments, losses, damages, costs and expenses (including reasonable
attorneys' fees)) incurred or paid by the Executive in connection with any
action, proceeding, suit or investigation arising out of or relating to the
performance by the Executive of services for (or acting as a fiduciary of any
employee benefit plans, programs or arrangements of) the Company or other member
of the Group, including as a director, officer or employee of the Company or
other member of the Group. The Company also agrees to maintain a director's and
officers' liability insurance policy covering the Executive to the extent the
Company provides such coverage for its other executive officers. Notwithstanding
any other provision of this Agreement, the provisions of this Paragraph 10 shall
survive any termination or expiration of this Agreement.



                                       13
   14

                  11. MISCELLANEOUS.

                  (a) This Agreement is intended to be performed in, and shall
be construed and enforced in accordance with the laws of, the State of Kentucky
without reference to principles of conflict of laws.

                  (b) Upon the Effective Date, this Agreement shall incorporate
the complete understanding and agreement between the parties with respect to the
subject matter hereof and supersede any and all other prior or contemporaneous
agreements, written or oral, between the Executive and any member of the Group
or any predecessor thereof with respect to such subject matter (including the
Employment Arrangement), other than the Change-in-Control Agreement, of even
date herewith, between the Company and the Executive (the "Change-in-Control
Agreement"); PROVIDED, HOWEVER, this Agreement shall not adversely affect the
Executive's rights to the Option (as defined in the Employment Arrangement) or
the Executive's rights to receive accrued amounts under the Employment
Arrangement and no payment or benefit shall be made or provided hereunder if and
to the extent such payment or benefit would be duplicative of a payment or
benefit to which the Executive is then entitled under the Change-in-Control
Agreement. No provision hereof may be modified or waived except by a written
instrument duly executed by the Executive and the Company with the express
approval of the Compensation Committee.

                  (c) Any dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration conducted in
Cincinnati, Ohio under the Commercial Arbitration Rules then prevailing of the
American Arbitration Association and such submission shall request the American
Arbitration Association to: (i) appoint an arbitrator experienced and
knowledgeable concerning the matter then in dispute; (ii) require the testimony
to be transcribed; (iii) require the award to be accompanied by findings of fact
and a statement of reasons for the decision; and (iv) request the matter to be
handled by and in accordance with the expedited procedures provided for in the
Commercial Arbitration Rules. The determination of the arbitrators, which shall
be based upon a de novo interpretation of this Agreement, shall be final and
binding and judgment may be entered on the arbitrators' award in any court
having jurisdiction. All costs of the American Arbitration Association and the
arbitrator shall be borne by the Company, unless the position advanced by the
Executive is determined by the arbitrator to be frivolous in nature.

                  (d) The Executive acknowledges that before entering into this
Agreement he has received a reasonable period of time to consider this Agreement
and has had sufficient time and an opportunity to consult with any attorney or
other advisor of his choice in connection with this Agreement and all matters
contained herein, and that he has been advised to do so if he so chooses. The
Executive further acknowledges that this Agreement and all terms hereof are
fair, reasonable and are not



                                       14
   15

the result of any fraud, duress, coercion, pressure or undue influence exercised
by the Company, that he has approved and entered into this Agreement and all of
the terms hereof on his own free will, and that no promises or representations
have been made to him by any person to induce him to enter into this Agreement
other than the express terms set forth herein.

                  (e) The Company shall be entitled to deduct and withhold from
all compensation payable to the Executive pursuant to this Agreement all amounts
required to be deducted and withheld therefrom pursuant to any present or future
law, regulation or ordinance of the United States of America or any state or
local jurisdiction therein or any foreign taxing jurisdiction.

                  (f) Paragraph headings are included in this Agreement for
convenience of reference only and shall not affect the interpretation of the
text hereof.

                  (g) Any and all notices, demands or other communications to be
given or made hereunder shall be in writing and shall be deemed to have been
fully given or made when personally delivered, or on the third business day
after mailing from within the continental United States by registered mail,
postage prepaid, addressed as follows:

                  If to the Company:
                  General Cable Corporation
                  4 Tesseneer Drive
                  Highland Heights, KY 41076
                  Attention: Chief Executive Officer

                  If to the Executive:
                  8051 Brill Road
                  Cincinnati, Ohio  45243

Either party may change the address to which any notices to it shall be sent by
giving to the other party written notice of such change in conformity with the
foregoing.

                  (h) This Agreement may be executed in two or more
counterparts, each of which shall constitute an original but all of which
together shall constitute one and the same instrument.

                  (i) 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



                                       15
   16

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.

                  (j) The Company shall be deemed to have performed its
obligations to make payments or provide benefits to the Executive under this
Agreement if it has caused a member of the Group to make such payments or
provide such benefits.

                  IN WITNESS WHEREOF, each of the Company and the Executive has
executed this Agreement as of the 28th day of April, 2000.

                                            GENERAL CABLE CORPORATION



                                            By: /s/ Stephen Rabinowitz





ACCEPTED AND AGREED TO

as of the date first written above



By: /s/ Robert J.  Siverd
    ---------------------
        Robert J. Siverd



                                       16

EX-10.37

   1
                                                                   Exhibit 10.37

                           CHANGE-IN-CONTROL AGREEMENT
                           ---------------------------

                   (Amended and Restated as of April 28, 2000)

                  AGREEMENT, made and entered into as of the 28th day of April,
2000 (the "Effective Date") by and between General Cable Corporation, a Delaware
corporation (the "Company"), and Stephen Rabinowitz (the "Executive").


                              W I T N E S S E T H :
                               - - - - - - - - - -

                  WHEREAS, the Executive is a key employee of the Company or one
of its subsidiaries; and

                  WHEREAS, the Company and the Executive are parties to a
change-in-control agreement effective as of October 18, 1999, which is currently
in effect (the "Prior Change-in-Control Agreement"); and

                  WHEREAS, effective upon the Effective Date it is intended that
the Prior Change-in-Control Agreement be amended and restated as set forth
herein;

                  NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein and for other good and valuable consideration, the
receipt of which is mutually acknowledged, the Company and the Executive agree
as follows:

1. TERM

                  This Agreement shall become effective upon the Effective Date
and shall terminate and be of no further force or effect upon the expiration of
the Employment Agreement (the "Term"); provided, however, that, if a
Change-in-Control shall have occurred during the Term or within six months after
Executive's employment terminates, as described in Paragraph 2(a) hereof, the
Term shall expire on the last day of the thirty-sixth (36th) month following the
month in which the Change-in-Control occurs.

2. TERMINATION OF EXECUTIVE'S EMPLOYMENT PRIOR
   TO OR FOLLOWING A CHANGE-IN-CONTROL

                  (a) If the Executive's employment is terminated by the Company
or any of its subsidiaries or by the Company's successor without Cause (as
hereinafter defined), or the Executive terminates his employment with the
Company or any of its subsidiaries or with the Company's successor for Good
Reason (as hereinafter defined), and such termination occurs within six months
preceding, or within three years


   2

following, a Change-in-Control, the Executive shall be entitled to receive a
Change-in-Control Payment (as hereinafter defined).

                  (b) Notwithstanding the foregoing, the Executive shall not be
entitled to receive the Change-in-Control Payment if any of the Circumstances of
Ineligibility (as hereinafter defined) apply to the Executive.

                  (c) "Change-in-Control Payment" means the product of (i) three
times (ii) the sum of (x) the Executive's annual base salary at the time of the
termination of the Executive's employment (or, in the case of a termination of
employment for Good Reason based on a reduction of the Executive's annual base
salary, the annual base salary in effect immediately prior to such reduction)
plus (y) the Executive's target annual incentive bonus in effect for the year in
which the Executive's employment is terminated or the year in which the
Change-in-Control occurs, whichever target bonus is greater. The target annual
incentive bonus for this purpose shall not be less than 120% of the Executive's
Base Salary in effect in the relevant year.

                  (d) "Change-in-Control" means that any of the following has
occurred:

                           (i) any person or other entity (other than any of the
                  Company's subsidiaries or any employee benefit plan sponsored
                  by the Company 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 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 the Company normally entitled to
                  vote for the election of directors of the Company (the "Voting
                  Stock"),

                           (ii) the stockholders of the Company approve the sale
                  of all or substantially all of the property or assets of the
                  Company and such sale occurs;

                           (iii) the stockholders of the Company approve a
                  consolidation or merger of the Company with another
                  corporation (other than with any of the Company's
                  subsidiaries), the consummation of which would result in the
                  shareholders of the Company 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 Company's Board of Directors
                  occurs with the result that the members of the Board on the
                  Effective Date (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



                                       2
   3

                  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 the Company) 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) "Cause" shall have the meaning set forth in the Employment
Agreement and shall be subject to the procedures set forth herein.

                  (f) "Good Reason" means the occurrence of any of the following
without the prior written consent of the Executive:

                           (i) removal from the position of Chief Executive
                  Officer held by the Executive with respect to the Company or
                  any of its significant subsidiaries (as defined in Regulation
                  S-X under the Securities Exchange Act of 1934) on the 181st
                  day prior to the Change-in-Control or any senior position that
                  the Executive subsequently achieves;

                           (ii) the assignment of duties or responsibilities
                  materially inconsistent with those customarily associated with
                  the position held by the Executive on the 181st day prior to
                  the Change-in-Control or any senior position that the
                  Executive subsequently achieves (alternatively, the "Measuring
                  Position"), or any other action by the Company or a successor
                  that results in a diminution of the Executive's position,
                  authority, duties or responsibilities compared to the
                  Measuring Position, other than an isolated action that is not
                  taken in bad faith and is remedied by the Company or a
                  successor promptly after receipt of written notice thereof
                  from the Executive;

                           (iii) a reduction in the Executive's annual base
                  salary or a material reduction in any other material benefit
                  provided the Executive by the Company;

                           (iv) notice by the Company not to extend the
                  Employment Agreement;

                           (v) the relocation of the Executive's principal place
                  of employment to a location more than fifty (50) miles from
                  the Executive's principal place of employment (unless such
                  relocation does not increase the Executive's commute by more
                  than twenty (20) miles) on the 181st day prior to the
                  Change-in-Control, except for required travel on the Company's
                  business to an extent substantially consistent with the
                  Executive's business travel obligations as of such day; or



                                       3
   4

                           (vi) the failure by the Company to obtain an
                  agreement from any successor to assume and agree to perform
                  this Agreement.

                  (g) "Circumstances of Ineligibility" means any one or more of
the following circumstances:

                           (i) DEATH, DISABILITY OR VOLUNTARY TERMINATION. If
                  the Executive is terminated due to death or Disability (as
                  defined in the Employment Agreement) or if the Executive
                  elects to voluntarily terminate his employment, including a
                  termination due to retirement, with the Company or a
                  successor, the Executive shall not be eligible to receive the
                  Change-in-Control Payment; PROVIDED, HOWEVER, that termination
                  of employment by the Executive for Good Reason shall not
                  constitute a Circumstance of Ineligibility.

                           (ii) TERMINATION FOR CAUSE. If the Executive's
                  employment with the Company or a successor is terminated for
                  Cause at any time preceding or following a Change-in-Control,
                  the Executive shall not be eligible to receive the
                  Change-in-Control Payment.

                  3. TIME OF PAYMENT OF CHANGE-IN-CONTROL PAYMENT

                  The Change-in-Control Payment (if any) shall be paid to the
Executive in cash in a lump sum within 10 business days following the later of
(i) the date of the termination of the Executive's employment with the Company
or the successor or (ii) the date of the Change-in-Control.

                  4. VESTING OF RESTRICTED STOCK AND STOCK OPTIONS

                  Upon the occurrence of a Change-in-Control, any and all stock
awards under the General Cable Corporation Stock Incentive Plan (the "Stock
Incentive Plan") shall become fully vested and immediately exercisable and shall
remain exercisable until their expiration in accordance with the terms of the
Stock Incentive Plan.

                  5. CONTINUATION OF EXECUTIVE WELFARE BENEFITS

                   Notwithstanding anything contained herein to the contrary, if
the Executive is entitled to receive the Change-in-Control Payment, the Company
or any of its subsidiaries or successor shall continue his participation, as if
he were still an employee, in the medical, dental, hospitalization and life
insurance plans, programs and/or arrangements of the Company or any of its
subsidiaries in which he was participating on the date of the termination of his
employment (or on the 181st day prior to the Change-in-Control, if more
favorable to the Executive) on the same terms and conditions as other executives
under such plans, programs and/or arrangements until



                                       4
   5

the earlier of (i) the end of the 36-month (30-month in the case of life
insurance programs) period following the date of the termination of his
employment or (ii) the date, or dates, he receives equivalent coverage and
benefits under the plans, programs and/or arrangements of a subsequent employer
(such coverage and benefits to be determined on a coverage-by-coverage or
benefit-by-benefit basis).

                  6. GROSS-UP

                  (a) Whether or not the Executive becomes entitled to the
Change-in-Control Payment, if any of the payments or benefits received or to be
received by the Executive in connection with a Change-in-Control or the
Executive's termination of employment (whether such payments or benefits are
provided pursuant to the terms of this Agreement or any other plan, arrangement
or agreement with the Company, any person whose actions result in a
Change-in-Control or any person affiliated with the Company or such person)
(such payments or benefits, excluding the Gross-Up Payment, being hereinafter
referred to as the "Total Payments") would be subject to the excise tax (the
"Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986,
as amended (the "Code"), the Company shall pay to the Executive an additional
amount (the "Gross-Up Payment") equal to the Excise Tax plus related federal,
state and local income, excise, and employment taxes. The intent of the Gross-Up
Payment is to ensure that the Executive does not bear the cost of the Excise Tax
or any tax associated with the Company's reimbursement of the Excise Tax.

                  (b) For purposes of determining whether any of the Total
Payments will be subject to the Excise Tax and the amount of such Excise Tax,
(i) all of the Total Payments shall be treated as "parachute payments" (within
the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax
counsel ("Tax Counsel") selected by the Company and reasonably acceptable to the
Executive, such payments or benefits (in whole or in part) do not constitute
parachute payments, including by reason of Section 280G(b)(4)(A) of the Code,
(ii) all "excess parachute payments" within the meaning of Section 280G(b)(1) of
the Code shall be treated as subject to the Excise Tax unless, in the opinion of
Tax Counsel, such excess parachute payments (in whole or in part) represent
reasonable compensation for services actually rendered (within the meaning of
Section 280G(b)(4)(B) of the Code) in excess of the "base amount" (as defined in
Section 280G(b)(3) of the Code) allocable to such payment, or are otherwise not
subject to the Excise Tax, and (iii) the value of any noncash benefits or any
deferred payment or benefit shall be determined by Tax Counsel in accordance
with the principles of Sections 280G(d)(3) and (4) of the Code. 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 the Executive's termination
of employment net of the



                                       5
   6

maximum reduction in federal income taxes which could be obtained from deduction
of such state and local taxes.

                  (c) 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 five (5) business 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 Section 1274(b)(2)(B) of the Code. 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 five (5) business 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.

                  7. MISCELLANEOUS

                  (a) NO EMPLOYMENT AGREEMENT. This Agreement does not
constitute a contract of employment or impose on the Company any obligation to
retain the Executive as an employee.

                  (b) DEDUCTIONS AND WITHHOLDING. The Executive agrees that the
Company shall withhold from any and all compensation required to be paid to the
Executive pursuant to this Agreement all federal, state, local and/or other
taxes which the Company determines are required to be withheld in accordance
with applicable statutes and/or regulations from time to time in effect.

                  (c) WAIVER AND RELEASE. The Executive acknowledges that (i)
the Change-in-Control Payment is in excess of the amounts that the Executive
would otherwise be entitled to receive under any employment or severance
agreement, plan, program or arrangement of the Company or between the Company
and the Executive and (ii) the Company has no obligation to enter into this
Agreement. In consideration of the Company assuming these additional obligations
and entering into this Agreement,



                                       6
   7

the Executive agrees to execute a customary release of all claims related to the
Executive's employment or termination thereof, in substantially the same form as
annexed hereto other than any modifications which may be required to effectuate
such release based upon any changes in law.

                  (d) ARBITRATION. Any dispute or controversy arising under or
in connection with this Agreement shall be settled exclusively by arbitration
conducted in Cincinnati, Ohio under the Commercial Arbitration Rules then
prevailing of the American Arbitration Association and such submission shall
request the American Arbitration Association to: (i) appoint an arbitrator
experienced and knowledgeable concerning the matter then in dispute; (ii)
require the testimony to be transcribed; (iii) require the award to be
accompanied by findings of fact and a statement of reasons for the decision; and
(iv) request the matter to be handled by and in accordance with the expedited
procedures provided for in the Commercial Arbitration Rules. The determination
of the arbitrators, which shall be based upon a de novo interpretation of this
Agreement, shall be final and binding and judgment may be entered on the
arbitrators' award in any court having jurisdiction. All costs of the American
Arbitration Association and the arbitrator shall be borne by the Company, unless
the position advanced by the Executive is determined by the arbitrator to be
frivolous in nature.

                  (e) LEGAL FEES. The Company or the successor shall pay to the
Executive all reasonable legal fees and expenses incurred by the Executive in
disputing in good faith any issues hereunder relating to the termination of the
Executive's employment, in seeking in good faith to obtain or enforce any
benefit or right provided by this Agreement or in connection with any tax audit
or proceeding to the extent attributable to the application of Section 4999 of
the Code to any payment or benefit provided hereunder. Such payments shall be
made within 30 days after delivery of the Executive's written request for
payment accompanied with such evidence of fees and expenses incurred as the
Company reasonably may require. The Company or the successor shall pay to the
Executive interest at the prime lending rate as announced from time to time by
The Chase Manhattan Bank on all or any part of the Change-in-Control Payment
that is not paid when due. The prime rate for each calendar quarter shall be the
prime rate in effect on the first day of the calendar quarter.

                  (f) NO DUTY TO MITIGATE/SET-OFF. The Company agrees that if
the Executive's employment with the Company or a successor is terminated during
the Term, the Executive shall not be required to seek other employment. Further,
the amount of any payment or benefit hereunder shall not be reduced by any
compensation earned by the Executive or any benefit provided to the Executive as
the result of employment by another employer or otherwise, except as provided in
Paragraph 5 or 7(g) hereof. The Company's obligations to make any payment or
provide any benefit hereunder shall not be affected by any circumstances,
including, without limitation, any



                                       7
   8

set-off, counterclaim, recoupment, defense or other right which the Company or a
successor corporation may have against the Executive.

                  (g) OFFSET. The Change-in-Control Payment shall be reduced by
any severance payment made by the Company or any subsidiary of the Company to
the Executive pursuant to (i) any severance plan, program, policy or arrangement
of the Company or any subsidiary of the Company, (ii) the Employment Agreement
or any other employment agreement between the Company or any subsidiary of the
Company and the Executive, and (iii) any federal, state or local statute, rule,
regulation or ordinance.

                  (h) ENTIRE AGREEMENT. This Agreement embodies the entire
agreement of the parties with respect to any payment due the Executive in the
event of a Change-in-Control and supersedes any other prior oral or written
agreements between the Executive and the Company with respect thereto, except
that nothing herein shall be construed to adversely affect the Executive's right
to receive any non-duplicative payment or benefit to which he is entitled under
the Employment Agreement or any other employment agreement between the Company
or any subsidiary of the Company and the Executive in connection with his
termination of employment. No party may amend, modify or terminate this
Agreement without the express written consent of the other party.

                  (i) BINDING 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,
devises and legatees.


                  (j) GOVERNING LAW. This Agreement shall be governed and
construed in accordance with the laws of the Commonwealth of Kentucky without
reference to principles of conflict of laws.

                  (k) COUNTERPARTS. This Agreement may be executed and delivered
in separate counterparts, each of which when so executed and delivered shall be
deemed an original and all of which taken together shall constitute one and the
same agreement.



                                       8
   9


         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first written above.

                                          GENERAL CABLE CORPORATION



                                          By: /s/ Robert J.  Siverd



ACCEPTED AND AGREED TO
as of the date first written above


By:/S/ Stephen Rabinowitz
   ------------------------------
       Stephen Rabinowitz



                                       9

EX-10.38

   1
                                                                   Exhibit 10.38

                           CHANGE-IN-CONTROL AGREEMENT
                           ---------------------------

                  (Amended and Restated as of April 28, 2000)


                  AGREEMENT, made and entered into as of the 18th day of
October, 1999 (the "Effective Date") by and between General Cable Corporation, a
Delaware corporation (the "Company"), and Gregory B. Kenny (the "Executive").


                              W I T N E S S E T H :
                               - - - - - - - - - -

                  WHEREAS, the Executive is a key employee of the Company or one
of its subsidiaries; and

                  WHEREAS, the Company and the Executive are parties to a
change-in-control agreement effective as of May 13, 1997, which is currently in
effect (the "Prior Change-in-Control Agreement"); and

                  WHEREAS, effective upon the Effective Date it is intended that
the Prior Change-in-Control Agreement be terminated and that this Agreement
become effective;

                  NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein and for other good and valuable consideration, the
receipt of which is mutually acknowledged, the Company and the Executive agree
as follows:

1. TERM

                  This Agreement shall become effective upon the Effective Date
and shall terminate and be of no further force or effect upon the expiration of
the Employment Agreement (the "Term"); provided, however, that, if a
Change-in-Control shall have occurred during the Term or within six months after
Executive's employment terminates, as described in Paragraph 2(a) hereof, the
Term shall expire on the last day of the thirty-sixth (36th) month following the
month in which the Change-in-Control occurs.

2. TERMINATION OF EXECUTIVE'S EMPLOYMENT PRIOR
   TO OR FOLLOWING A CHANGE-IN-CONTROL

                  (a) If the Executive's employment is terminated by the Company
or any of its subsidiaries or by the Company's successor without Cause (as
hereinafter defined), or the Executive terminates his employment with the
Company or any of its subsidiaries or with the Company's successor for Good
Reason (as hereinafter


   2

defined), and such termination occurs within six months preceding, or within
three years following, a Change-in-Control, the Executive shall be entitled to
receive a Change-in-Control Payment (as hereinafter defined).

                  (b) Notwithstanding the foregoing, the Executive shall not be
entitled to receive the Change-in-Control Payment if any of the Circumstances of
Ineligibility (as hereinafter defined) apply to the Executive.

                  (c) "Change-in-Control Payment" means the product of (i) three
times (ii) the sum of (x) the Executive's annual base salary at the time of the
termination of the Executive's employment (or, in the case of a termination of
employment for Good Reason based on a reduction of the Executive's annual base
salary, the annual base salary in effect immediately prior to such reduction)
plus (y) the Executive's target annual incentive bonus in effect for the year in
which the Executive's employment is terminated or the year in which the
Change-in-Control occurs, whichever target bonus is greater.

                  (d) "Change-in-Control" means that any of the following has
occurred:

                           (i) any person or other entity (other than any of the
                  Company's subsidiaries or any employee benefit plan sponsored
                  by the Company 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 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 the Company normally entitled to
                  vote for the election of directors of the Company (the "Voting
                  Stock"),

                           (ii) the stockholders of the Company approve the sale
                  of all or substantially all of the property or assets of the
                  Company and such sale occurs;

                           (iii) the stockholders of the Company approve a
                  consolidation or merger of the Company with another
                  corporation (other than with any of the Company's
                  subsidiaries), the consummation of which would result in the
                  shareholders of the Company 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 Company's Board of Directors
                  occurs with the result that the members of the Board on the
                  Effective Date (the "Incumbent Directors") no longer
                  constitute a majority of such Board of Directors, provided



                                       2
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                  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 the Company) 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) "Cause" shall have the meaning set forth in the Employment
Agreement and shall be subject to the procedures set forth herein.

                  (f) "Good Reason" means the occurrence of any of the following
without the prior written consent of the Executive:

                           (i) removal from the position of President or Chief
                  Operating Officer held by the Executive with respect to the
                  Company or any of its significant subsidiaries (as defined in
                  Regulation S-X under the Securities Exchange Act of 1934) on
                  the 181st day prior to the Change-in-Control or any senior
                  position that the Executive subsequently achieves;

                           (ii) the assignment of duties or responsibilities
                  materially inconsistent with those customarily associated with
                  the position held by the Executive on the 181st day prior to
                  the Change-in-Control or any senior position that the
                  Executive subsequently achieves (alternatively, the "Measuring
                  Position"), or any other action by the Company or a successor
                  that results in a diminution of the Executive's position,
                  authority, duties or responsibilities compared to the
                  Measuring Position, other than an isolated action that is not
                  taken in bad faith and is remedied by the Company or a
                  successor promptly after receipt of written notice thereof
                  from the Executive;

                           (iii) a reduction in the Executive's annual base
                  salary or a material reduction in any other material benefit
                  provided the Executive by the Company;

                           (iv) notice by the Company not to extend the
                  Employment Agreement;

                           (v) the relocation of the Executive's principal place
                  of employment to a location more than fifty (50) miles from
                  the Executive's principal place of employment (unless such
                  relocation does not increase the Executive's commute by more
                  than twenty (20) miles) on the 181st day prior to the
                  Change-in-Control, except for required travel on the Company's
                  business to an extent substantially consistent with the
                  Executive's business travel obligations as of such day; or




                                       3
   4

                           (vi) the failure by the Company to obtain an
                  agreement from any successor to assume and agree to perform
                  this Agreement.

                  (g) "Circumstances of Ineligibility" means any one or more of
the following circumstances:

                           (i) DEATH, DISABILITY OR VOLUNTARY TERMINATION. If
                  the Executive is terminated due to death or Disability (as
                  defined in the Employment Agreement) or if the Executive
                  elects to voluntarily terminate his employment, including a
                  termination due to retirement, with the Company or a
                  successor, the Executive shall not be eligible to receive the
                  Change-in-Control Payment; PROVIDED, HOWEVER, that termination
                  of employment by the Executive for Good Reason shall not
                  constitute a Circumstance of Ineligibility.

                           (ii) TERMINATION FOR CAUSE. If the Executive's
                  employment with the Company or a successor is terminated for
                  Cause at any time preceding or following a Change-in-Control,
                  the Executive shall not be eligible to receive the
                  Change-in-Control Payment.

3. TIME OF PAYMENT OF CHANGE-IN-CONTROL PAYMENT

                  The Change-in-Control Payment (if any) shall be paid to the
Executive in cash in a lump sum within 10 business days following the later of
(i) the date of the termination of the Executive's employment with the Company
or the successor or (ii) the date of the Change-in-Control.

4. VESTING OF RESTRICTED STOCK AND STOCK OPTIONS

                  Upon the occurrence of a Change-in-Control, any and all stock
awards under the General Cable Corporation Stock Incentive Plan (the "Stock
Incentive Plan") shall become fully vested and immediately exercisable and shall
remain exercisable until their expiration in accordance with the terms of the
Stock Incentive Plan.

5. CONTINUATION OF EXECUTIVE WELFARE BENEFITS

                   Notwithstanding anything contained herein to the contrary, if
the Executive is entitled to receive the Change-in-Control Payment, the Company
or any of its subsidiaries or successor shall continue his participation, as if
he were still an employee, in the medical, dental, hospitalization and life
insurance plans, programs and/or arrangements of the Company or any of its
subsidiaries in which he was participating on the date of the termination of his
employment (or on the 181st day prior to the Change-in-Control, if more
favorable to the Executive) on the same terms and conditions as other executives
under such plans, programs and/or arrangements until



                                       4
   5

the earlier of (i) the end /of the 36-month (30-month in the case of life
insurance programs) period following the date of the termination of his
employment or (ii) the date, or dates, he receives equivalent coverage and
benefits under the plans, programs and/or arrangements of a subsequent employer
(such coverage and benefits to be determined on a coverage-by-coverage or
benefit-by-benefit basis).

6. GROSS-UP

                  (a) Whether or not the Executive becomes entitled to the
Change-in-Control Payment, if any of the payments or benefits received or to be
received by the Executive in connection with a Change-in-Control or the
Executive's termination of employment (whether such payments or benefits are
provided pursuant to the terms of this Agreement or any other plan, arrangement
or agreement with the Company, any person whose actions result in a
Change-in-Control or any person affiliated with the Company or such person)
(such payments or benefits, excluding the Gross-Up Payment, being hereinafter
referred to as the "Total Payments") would be subject to the excise tax (the
"Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986,
as amended (the "Code"), the Company shall pay to the Executive an additional
amount (the "Gross-Up Payment") equal to the Excise Tax plus related federal,
state and local income, excise, and employment taxes. The intent of the Gross-Up
Payment is to ensure that the Executive does not bear the cost of the Excise Tax
or any tax associated with the Company's reimbursement of the Excise Tax.

                  (b) For purposes of determining whether any of the Total
Payments will be subject to the Excise Tax and the amount of such Excise Tax,
(i) all of the Total Payments shall be treated as "parachute payments" (within
the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax
counsel ("Tax Counsel") selected by the Company and reasonably acceptable to the
Executive, such payments or benefits (in whole or in part) do not constitute
parachute payments, including by reason of Section 280G(b)(4)(A) of the Code,
(ii) all "excess parachute payments" within the meaning of Section 280G(b)(1) of
the Code shall be treated as subject to the Excise Tax unless, in the opinion of
Tax Counsel, such excess parachute payments (in whole or in part) represent
reasonable compensation for services actually rendered (within the meaning of
Section 280G(b)(4)(B) of the Code) in excess of the "base amount" (as defined in
Section 280G(b)(3) of the Code) allocable to such payment, or are otherwise not
subject to the Excise Tax, and (iii) the value of any noncash benefits or any
deferred payment or benefit shall be determined by Tax Counsel in accordance
with the principles of Sections 280G(d)(3) and (4) of the Code. 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 the Executive's termination
of employment net of the



                                       5
   6

maximum reduction in federal income taxes which could be obtained from deduction
of such state and local taxes.

                  (c) 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 five (5) business 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 Section 1274(b)(2)(B) of the Code. 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 five (5) business 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.

7. MISCELLANEOUS

                  (a) NO EMPLOYMENT AGREEMENT. This Agreement does not
constitute a contract of employment or impose on the Company any obligation to
retain the Executive as an employee.

                  (b) DEDUCTIONS AND WITHHOLDING. The Executive agrees that the
Company shall withhold from any and all compensation required to be paid to the
Executive pursuant to this Agreement all federal, state, local and/or other
taxes which the Company determines are required to be withheld in accordance
with applicable statutes and/or regulations from time to time in effect.

                  (c) WAIVER AND RELEASE. The Executive acknowledges that (i)
the Change-in-Control Payment is in excess of the amounts that the Executive
would otherwise be entitled to receive under any employment or severance
agreement, plan, program or arrangement of the Company or between the Company
and the Executive and (ii) the Company has no obligation to enter into this
Agreement. In consideration of the Company assuming these additional obligations
and entering into this Agreement,



                                       6
   7

the Executive agrees to execute a customary release of all claims related to the
Executive's employment or termination thereof, in substantially the same form as
annexed hereto other than any modifications which may be required to effectuate
such release based upon any changes in law.

                  (d) ARBITRATION. Any dispute or controversy arising under or
in connection with this Agreement shall be settled exclusively by arbitration
conducted in Cincinnati, Ohio under the Commercial Arbitration Rules then
prevailing of the American Arbitration Association and such submission shall
request the American Arbitration Association to: (i) appoint an arbitrator
experienced and knowledgeable concerning the matter then in dispute; (ii)
require the testimony to be transcribed; (iii) require the award to be
accompanied by findings of fact and a statement of reasons for the decision; and
(iv) request the matter to be handled by and in accordance with the expedited
procedures provided for in the Commercial Arbitration Rules. The determination
of the arbitrators, which shall be based upon a de novo interpretation of this
Agreement, shall be final and binding and judgment may be entered on the
arbitrators' award in any court having jurisdiction. All costs of the American
Arbitration Association and the arbitrator shall be borne by the Company, unless
the position advanced by the Executive is determined by the arbitrator to be
frivolous in nature.

                  (e) LEGAL FEES. The Company or the successor shall pay to the
Executive all reasonable legal fees and expenses incurred by the Executive in
disputing in good faith any issues hereunder relating to the termination of the
Executive's employment, in seeking in good faith to obtain or enforce any
benefit or right provided by this Agreement or in connection with any tax audit
or proceeding to the extent attributable to the application of Section 4999 of
the Code to any payment or benefit provided hereunder. Such payments shall be
made within 30 days after delivery of the Executive's written request for
payment accompanied with such evidence of fees and expenses incurred as the
Company reasonably may require. The Company or the successor shall pay to the
Executive interest at the prime lending rate as announced from time to time by
The Chase Manhattan Bank on all or any part of the Change-in-Control Payment
that is not paid when due. The prime rate for each calendar quarter shall be the
prime rate in effect on the first day of the calendar quarter.

                  (f) NO DUTY TO MITIGATE/SET-OFF. The Company agrees that if
the Executive's employment with the Company or a successor is terminated during
the Term, the Executive shall not be required to seek other employment. Further,
the amount of any payment or benefit hereunder shall not be reduced by any
compensation earned by the Executive or any benefit provided to the Executive as
the result of employment by another employer or otherwise, except as provided in
Paragraph 5 or 7(g) hereof. The Company's obligations to make any payment or
provide any benefit hereunder shall not be affected by any circumstances,
including, without limitation, any



                                       7
   8

set-off, counterclaim, recoupment, defense or other right which the Company or a
successor corporation may have against the Executive.

                  (g) OFFSET. The Change-in-Control Payment shall be reduced by
any severance payment made by the Company or any subsidiary of the Company to
the Executive pursuant to (i) any severance plan, program, policy or arrangement
of the Company or any subsidiary of the Company, (ii) the Employment Agreement
or any other employment agreement between the Company or any subsidiary of the
Company and the Executive, and (iii) any federal, state or local statute, rule,
regulation or ordinance.

                  (h) ENTIRE AGREEMENT. This Agreement embodies the entire
agreement of the parties with respect to any payment due the Executive in the
event of a Change-in-Control and supersedes any other prior oral or written
agreements between the Executive and the Company with respect thereto, except
that nothing herein shall be construed to adversely affect the Executive's right
to receive any non-duplicative payment or benefit to which he is entitled under
the Employment Agreement or any other employment agreement between the Company
or any subsidiary of the Company and the Executive in connection with his
termination of employment. No party may amend, modify or terminate this
Agreement without the express written consent of the other party.

                  (i) BINDING 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,
devises and legatees.


                  (j) GOVERNING LAW. This Agreement shall be governed and
construed in accordance with the laws of the Commonwealth of Kentucky without
reference to principles of conflict of laws.

                  (k) COUNTERPARTS. This Agreement may be executed and delivered
in separate counterparts, each of which when so executed and delivered shall be
deemed an original and all of which taken together shall constitute one and the
same agreement.



                                       8
   9

                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first written above.

                                           GENERAL CABLE CORPORATION



                                           By: /s/ Robert J.  Siverd
                                               --------------------------------


ACCEPTED AND AGREED TO
as of the date first written above


By: /s/ Gregory B.  Kenny
    -------------------------------
    Gregory B. Kenny



                                       9

EX-10.39

   1
                                                                   Exhibit 10.39

                           CHANGE-IN-CONTROL AGREEMENT
                           ---------------------------

                   (Amended and Restated as of April 28, 2000)

                  AGREEMENT, made and entered into as of the 28th day of April,
2000 (the "Effective Date") by and between General Cable Corporation, a Delaware
corporation (the "Company"), and Christopher F. Virgulak (the "Executive").


                              W I T N E S S E T H :
                               - - - - - - - - - -

                  WHEREAS, the Executive is a key employee of the Company or one
of its subsidiaries; and

                  WHEREAS, the Company and the Executive are parties to a
change-in-control agreement effective as of October 18, 1999, which is currently
in effect (the "Prior Change-in-Control Agreement"); and

                  WHEREAS, effective upon the Effective Date it is intended that
the Prior Change-in-Control Agreement be amended and restated as set forth
herein;

                  NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein and for other good and valuable consideration, the
receipt of which is mutually acknowledged, the Company and the Executive agree
as follows:

1. TERM

                  This Agreement shall become effective upon the Effective Date
and shall terminate and be of no further force or effect upon the expiration of
the Employment Agreement (the "Term"); provided, however, that, if a
Change-in-Control shall have occurred during the Term or within six months after
Executive's employment terminates, as described in Paragraph 2(a) hereof, the
Term shall expire on the last day of the twenty-fourth (24th) month following
the month in which the Change-in-Control occurs.

2. TERMINATION OF EXECUTIVE'S EMPLOYMENT PRIOR
   TO OR FOLLOWING A CHANGE-IN-CONTROL

                  (a) If the Executive's employment is terminated by the Company
or any of its subsidiaries or by the Company's successor without Cause (as
hereinafter defined), or the Executive terminates his employment with the
Company or any of its subsidiaries or with the Company's successor for Good
Reason (as hereinafter defined), and such termination occurs within six months
preceding, or within two years


   2

following, a Change-in-Control, the Executive shall be entitled to receive a
Change-in-Control Payment (as hereinafter defined).

                  (b) Notwithstanding the foregoing, the Executive shall not be
entitled to receive the Change-in-Control Payment if any of the Circumstances of
Ineligibility (as hereinafter defined) apply to the Executive.

                  (c) "Change-in-Control Payment" means the product of (i) two
times (ii) the sum of (x) the Executive's annual base salary at the time of the
termination of the Executive's employment (or, in the case of a termination of
employment for Good Reason based on a reduction of the Executive's annual base
salary, the annual base salary in effect immediately prior to such reduction)
plus (y) the Executive's target annual incentive bonus in effect for the year in
which the Executive's employment is terminated or the year in which the
Change-in-Control occurs, whichever target bonus is greater. The target annual
incentive bonus for this purpose shall not be less than 97% of the Executive's
Base Salary in effect in the relevant year.

                  (d) "Change-in-Control" means that any of the following has
occurred:

                           (i) any person or other entity (other than any of the
                  Company's subsidiaries or any employee benefit plan sponsored
                  by the Company 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 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 the Company normally entitled to
                  vote for the election of directors of the Company (the "Voting
                  Stock"),

                           (ii) the stockholders of the Company approve the sale
                  of all or substantially all of the property or assets of the
                  Company and such sale occurs;

                           (iii) the stockholders of the Company approve a
                  consolidation or merger of the Company with another
                  corporation (other than with any of the Company's
                  subsidiaries), the consummation of which would result in the
                  shareholders of the Company 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 Company's Board of Directors
                  occurs with the result that the members of the Board on the
                  Effective Date (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



                                       2
   3

                  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 the Company) 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) "Cause" shall have the meaning set forth in the Employment
Agreement and shall be subject to the procedures set forth herein.

                  (f) "Good Reason" means the occurrence of any of the following
without the prior written consent of the Executive:

                           (i) removal from the position of Executive Vice
                  President or Chief Financial Officer held by the Executive
                  with respect to the Company or any of its significant
                  subsidiaries (as defined in Regulation S-X under the
                  Securities Exchange Act of 1934) on the 181st day prior to the
                  Change-in-Control or any senior position that the Executive
                  subsequently achieves;

                           (ii) the assignment of duties or responsibilities
                  materially inconsistent with those customarily associated with
                  the position held by the Executive on the 181st day prior to
                  the Change-in-Control or any senior position that the
                  Executive subsequently achieves (alternatively, the "Measuring
                  Position"), or any other action by the Company or a successor
                  that results in a diminution of the Executive's position,
                  authority, duties or responsibilities compared to the
                  Measuring Position, other than an isolated action that is not
                  taken in bad faith and is remedied by the Company or a
                  successor promptly after receipt of written notice thereof
                  from the Executive;

                           (iii) a reduction in the Executive's annual base
                  salary or a material reduction in any other material benefit
                  provided the Executive by the Company;

                           (iv) notice by the Company not to extend the
                  Employment Agreement;

                           (v) the relocation of the Executive's principal place
                  of employment to a location more than fifty (50) miles from
                  the Executive's principal place of employment (unless such
                  relocation does not increase the Executive's commute by more
                  than twenty (20) miles) on the 181st day prior to the
                  Change-in-Control, except for required travel on the Company's
                  business to an extent substantially consistent with the
                  Executive's business travel obligations as of such day; or



                                       3
   4

                           (vi) the failure by the Company to obtain an
                  agreement from any successor to assume and agree to perform
                  this Agreement.

                  (g) "Circumstances of Ineligibility" means any one or more of
the following circumstances:

                           (i) DEATH, DISABILITY OR VOLUNTARY TERMINATION. If
                  the Executive is terminated due to death or Disability (as
                  defined in the Employment Agreement) or if the Executive
                  elects to voluntarily terminate his employment, including a
                  termination due to retirement, with the Company or a
                  successor, the Executive shall not be eligible to receive the
                  Change-in-Control Payment; PROVIDED, HOWEVER, that termination
                  of employment by the Executive for Good Reason shall not
                  constitute a Circumstance of Ineligibility.

                           (ii) TERMINATION FOR CAUSE. If the Executive's
                  employment with the Company or a successor is terminated for
                  Cause at any time preceding or following a Change-in-Control,
                  the Executive shall not be eligible to receive the
                  Change-in-Control Payment.

3. TIME OF PAYMENT OF CHANGE-IN-CONTROL PAYMENT

                  The Change-in-Control Payment (if any) shall be paid to the
Executive in cash in a lump sum within 10 business days following the later of
(i) the date of the termination of the Executive's employment with the Company
or the successor or (ii) the date of the Change-in-Control.

4. VESTING OF RESTRICTED STOCK AND STOCK OPTIONS

                  Upon the occurrence of a Change-in-Control, any and all stock
awards under the General Cable Corporation Stock Incentive Plan (the "Stock
Incentive Plan") shall become fully vested and immediately exercisable and shall
remain exercisable until their expiration in accordance with the terms of the
Stock Incentive Plan.

5. CONTINUATION OF EXECUTIVE WELFARE BENEFITS

                   Notwithstanding anything contained herein to the contrary, if
the Executive is entitled to receive the Change-in-Control Payment, the Company
or any of its subsidiaries or successor shall continue his participation, as if
he were still an employee, in the medical, dental, hospitalization and life
insurance plans, programs and/or arrangements of the Company or any of its
subsidiaries in which he was participating on the date of the termination of his
employment (or on the 181st day prior to the Change-in-Control, if more
favorable to the Executive) on the same terms and conditions as other executives
under such plans, programs and/or arrangements until



                                       4
   5

the earlier of (i) the end of the 24-month period following the date of the
termination of his employment or (ii) the date, or dates, he receives equivalent
coverage and benefits under the plans, programs and/or arrangements of a
subsequent employer (such coverage and benefits to be determined on a
coverage-by-coverage or benefit-by-benefit basis).

6. GROSS-UP

                  (a) Whether or not the Executive becomes entitled to the
Change-in-Control Payment, if any of the payments or benefits received or to be
received by the Executive in connection with a Change-in-Control or the
Executive's termination of employment (whether such payments or benefits are
provided pursuant to the terms of this Agreement or any other plan, arrangement
or agreement with the Company, any person whose actions result in a
Change-in-Control or any person affiliated with the Company or such person)
(such payments or benefits, excluding the Gross-Up Payment, being hereinafter
referred to as the "Total Payments") would be subject to the excise tax (the
"Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986,
as amended (the "Code"), the Company shall pay to the Executive an additional
amount (the "Gross-Up Payment") equal to the Excise Tax plus related federal,
state and local income, excise, and employment taxes. The intent of the Gross-Up
Payment is to ensure that the Executive does not bear the cost of the Excise Tax
or any tax associated with the Company's reimbursement of the Excise Tax.

                  (b) For purposes of determining whether any of the Total
Payments will be subject to the Excise Tax and the amount of such Excise Tax,
(i) all of the Total Payments shall be treated as "parachute payments" (within
the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax
counsel ("Tax Counsel") selected by the Company and reasonably acceptable to the
Executive, such payments or benefits (in whole or in part) do not constitute
parachute payments, including by reason of Section 280G(b)(4)(A) of the Code,
(ii) all "excess parachute payments" within the meaning of Section 280G(b)(1) of
the Code shall be treated as subject to the Excise Tax unless, in the opinion of
Tax Counsel, such excess parachute payments (in whole or in part) represent
reasonable compensation for services actually rendered (within the meaning of
Section 280G(b)(4)(B) of the Code) in excess of the "base amount" (as defined in
Section 280G(b)(3) of the Code) allocable to such payment, or are otherwise not
subject to the Excise Tax, and (iii) the value of any noncash benefits or any
deferred payment or benefit shall be determined by Tax Counsel in accordance
with the principles of Sections 280G(d)(3) and (4) of the Code. 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 the Executive's termination
of employment net of the



                                       5
   6

maximum reduction in federal income taxes which could be obtained from deduction
of such state and local taxes.

                  (c) 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 five (5) business 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 Section 1274(b)(2)(B) of the Code. 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 five (5) business 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.

7. MISCELLANEOUS

                  (a) NO EMPLOYMENT AGREEMENT. This Agreement does not
constitute a contract of employment or impose on the Company any obligation to
retain the Executive as an employee.

                  (b) DEDUCTIONS AND WITHHOLDING. The Executive agrees that the
Company shall withhold from any and all compensation required to be paid to the
Executive pursuant to this Agreement all federal, state, local and/or other
taxes which the Company determines are required to be withheld in accordance
with applicable statutes and/or regulations from time to time in effect.

                  (c) WAIVER AND RELEASE. The Executive acknowledges that (i)
the Change-in-Control Payment is in excess of the amounts that the Executive
would otherwise be entitled to receive under any employment or severance
agreement, plan, program or arrangement of the Company or between the Company
and the Executive and (ii) the Company has no obligation to enter into this
Agreement. In consideration of the Company assuming these additional obligations
and entering into this Agreement,



                                       6
   7

the Executive agrees to execute a customary release of all claims related to the
Executive's employment or termination thereof, in substantially the same form as
annexed hereto other than any modifications which may be required to effectuate
such release based upon any changes in law.

                  (d) ARBITRATION. Any dispute or controversy arising under or
in connection with this Agreement shall be settled exclusively by arbitration
conducted in Cincinnati, Ohio under the Commercial Arbitration Rules then
prevailing of the American Arbitration Association and such submission shall
request the American Arbitration Association to: (i) appoint an arbitrator
experienced and knowledgeable concerning the matter then in dispute; (ii)
require the testimony to be transcribed; (iii) require the award to be
accompanied by findings of fact and a statement of reasons for the decision; and
(iv) request the matter to be handled by and in accordance with the expedited
procedures provided for in the Commercial Arbitration Rules. The determination
of the arbitrators, which shall be based upon a de novo interpretation of this
Agreement, shall be final and binding and judgment may be entered on the
arbitrators' award in any court having jurisdiction. All costs of the American
Arbitration Association and the arbitrator shall be borne by the Company, unless
the position advanced by the Executive is determined by the arbitrator to be
frivolous in nature.

                  (e) LEGAL FEES. The Company or the successor shall pay to the
Executive all reasonable legal fees and expenses incurred by the Executive in
disputing in good faith any issues hereunder relating to the termination of the
Executive's employment, in seeking in good faith to obtain or enforce any
benefit or right provided by this Agreement or in connection with any tax audit
or proceeding to the extent attributable to the application of Section 4999 of
the Code to any payment or benefit provided hereunder. Such payments shall be
made within 30 days after delivery of the Executive's written request for
payment accompanied with such evidence of fees and expenses incurred as the
Company reasonably may require. The Company or the successor shall pay to the
Executive interest at the prime lending rate as announced from time to time by
The Chase Manhattan Bank on all or any part of the Change-in-Control Payment
that is not paid when due. The prime rate for each calendar quarter shall be the
prime rate in effect on the first day of the calendar quarter.

                  (f) NO DUTY TO MITIGATE/SET-OFF. The Company agrees that if
the Executive's employment with the Company or a successor is terminated during
the Term, the Executive shall not be required to seek other employment. Further,
the amount of any payment or benefit hereunder shall not be reduced by any
compensation earned by the Executive or any benefit provided to the Executive as
the result of employment by another employer or otherwise, except as provided in
Paragraph 5 or 7(g) hereof. The Company's obligations to make any payment or
provide any benefit hereunder shall not be affected by any circumstances,
including, without limitation, any



                                       7
   8

set-off, counterclaim, recoupment, defense or other right which the Company or a
successor corporation may have against the Executive.

                  (g) OFFSET. The Change-in-Control Payment shall be reduced by
any severance payment made by the Company or any subsidiary of the Company to
the Executive pursuant to (i) any severance plan, program, policy or arrangement
of the Company or any subsidiary of the Company, (ii) the Employment Agreement
or any other employment agreement between the Company or any subsidiary of the
Company and the Executive, and (iii) any federal, state or local statute, rule,
regulation or ordinance.

                  (h) ENTIRE AGREEMENT. This Agreement embodies the entire
agreement of the parties with respect to any payment due the Executive in the
event of a Change-in-Control and supersedes any other prior oral or written
agreements between the Executive and the Company with respect thereto, except
that nothing herein shall be construed to adversely affect the Executive's right
to receive any non-duplicative payment or benefit to which he is entitled under
the Employment Agreement or any other employment agreement between the Company
or any subsidiary of the Company and the Executive in connection with his
termination of employment. No party may amend, modify or terminate this
Agreement without the express written consent of the other party.

                  (i) BINDING 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,
devises and legatees.

                  (j) GOVERNING LAW. This Agreement shall be governed and
construed in accordance with the laws of the Commonwealth of Kentucky without
reference to principles of conflict of laws.

                  (k) COUNTERPARTS. This Agreement may be executed and delivered
in separate counterparts, each of which when so executed and delivered shall be
deemed an original and all of which taken together shall constitute one and the
same agreement.




                                       8
   9

                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first written above.

                                              GENERAL CABLE CORPORATION



                                              By: /s/ Robert J.  Siverd
                                                  ---------------------------



ACCEPTED AND AGREED TO
as of the date first written above


By: /s/ Christopher F.  Virgulak
    -----------------------------------
        Christopher F. Virgulak




                                       9

EX-10.40

   1
                                                                   Exhibit 10.40

                           CHANGE-IN-CONTROL AGREEMENT
                           ---------------------------

                   (Amended and Restated as of April 28, 2000)

                  AGREEMENT, made and entered into as of the 28th day of April,
2000 (the "Effective Date") by and between General Cable Corporation, a Delaware
corporation (the "Company"), and Robert J. Siverd (the "Executive").


                              W I T N E S S E T H :
                               - - - - - - - - - -

                  WHEREAS, the Executive is a key employee of the Company or one
of its subsidiaries; and

                  WHEREAS, the Company and the Executive are parties to a
change-in-control agreement effective as of October 18, 1999, which is currently
in effect (the "Prior Change-in-Control Agreement"); and

                  WHEREAS, effective upon the Effective Date it is intended that
the Prior Change-in-Control Agreement be amended and restated as set forth
herein;

                  NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein and for other good and valuable consideration, the
receipt of which is mutually acknowledged, the Company and the Executive agree
as follows:

1. TERM
                  This Agreement shall become effective upon the Effective Date
and shall terminate and be of no further force or effect upon the expiration of
the Employment Agreement (the "Term"); provided, however, that, if a
Change-in-Control shall have occurred during the Term or within six months after
Executive's employment terminates, as described in Paragraph 2(a) hereof, the
Term shall expire on the last day of the twenty-fourth (24th) month following
the month in which the Change-in-Control occurs.

2. TERMINATION OF EXECUTIVE'S EMPLOYMENT PRIOR
   TO OR FOLLOWING A CHANGE-IN-CONTROL

                  (a) If the Executive's employment is terminated by the Company
or any of its subsidiaries or by the Company's successor without Cause (as
hereinafter defined), or the Executive terminates his employment with the
Company or any of its subsidiaries or with the Company's successor for Good
Reason (as hereinafter defined), and such termination occurs within six months
preceding, or within two years


   2

following, a Change-in-Control, the Executive shall be entitled to receive a
Change-in-Control Payment (as hereinafter defined).

                  (b) Notwithstanding the foregoing, the Executive shall not be
entitled to receive the Change-in-Control Payment if any of the Circumstances of
Ineligibility (as hereinafter defined) apply to the Executive.

                  (c) "Change-in-Control Payment" means the product of (i) two
times (ii) the sum of (x) the Executive's annual base salary at the time of the
termination of the Executive's employment (or, in the case of a termination of
employment for Good Reason based on a reduction of the Executive's annual base
salary, the annual base salary in effect immediately prior to such reduction)
plus (y) the Executive's target annual incentive bonus in effect for the year in
which the Executive's employment is terminated or the year in which the
Change-in-Control occurs, whichever target bonus is greater. The target annual
incentive bonus for this purpose shall not be less than 90% of the Executive's
Base Salary in effect in the relevant year.

                  (d) "Change-in-Control" means that any of the following has
occurred:

                           (i) any person or other entity (other than any of the
                  Company's subsidiaries or any employee benefit plan sponsored
                  by the Company 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 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 the Company normally entitled to
                  vote for the election of directors of the Company (the "Voting
                  Stock"),

                           (ii) the stockholders of the Company approve the sale
                  of all or substantially all of the property or assets of the
                  Company and such sale occurs;

                           (iii) the stockholders of the Company approve a
                  consolidation or merger of the Company with another
                  corporation (other than with any of the Company's
                  subsidiaries), the consummation of which would result in the
                  shareholders of the Company 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 Company's Board of Directors
                  occurs with the result that the members of the Board on the
                  Effective Date (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



                                       2
   3

                  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 the Company) 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) "Cause" shall have the meaning set forth in the Employment
Agreement and shall be subject to the procedures set forth herein.

                  (f) "Good Reason" means the occurrence of any of the following
without the prior written consent of the Executive:

                           (i) removal from the positions of Executive Vice
                  President, General Counsel or Secretary held by the Executive
                  with respect to the Company or any of its significant
                  subsidiaries (as defined in Regulation S-X under the
                  Securities Exchange Act of 1934) on the 181st day prior to the
                  Change-in-Control or any senior position that the Executive
                  subsequently achieves;

                           (ii) the assignment of duties or responsibilities
                  materially inconsistent with those customarily associated with
                  the position held by the Executive on the 181st day prior to
                  the Change-in-Control or any senior position that the
                  Executive subsequently achieves (alternatively, the "Measuring
                  Position"), or any other action by the Company or a successor
                  that results in a diminution of the Executive's position,
                  authority, duties or responsibilities compared to the
                  Measuring Position, other than an isolated action that is not
                  taken in bad faith and is remedied by the Company or a
                  successor promptly after receipt of written notice thereof
                  from the Executive;

                           (iii) a reduction in the Executive's annual base
                  salary or a material reduction in any other material benefit
                  provided the Executive by the Company;

                           (iv) notice by the Company not to extend the
                  Employment Agreement;

                           (v) the relocation of the Executive's principal place
                  of employment to a location more than fifty (50) miles from
                  the Executive's principal place of employment (unless such
                  relocation does not increase the Executive's commute by more
                  than twenty (20) miles) on the 181st day prior to the
                  Change-in-Control, except for required travel on the Company's
                  business to an extent substantially consistent with the
                  Executive's business travel obligations as of such day; or



                                       3
   4

                           (vi) the failure by the Company to obtain an
                  agreement from any successor to assume and agree to perform
                  this Agreement.

                  (g) "Circumstances of Ineligibility" means any one or more of
the following circumstances:

                           (i) DEATH, DISABILITY OR VOLUNTARY TERMINATION. If
                  the Executive is terminated due to death or Disability (as
                  defined in the Employment Agreement) or if the Executive
                  elects to voluntarily terminate his employment, including a
                  termination due to retirement, with the Company or a
                  successor, the Executive shall not be eligible to receive the
                  Change-in-Control Payment; PROVIDED, HOWEVER, that termination
                  of employment by the Executive for Good Reason shall not
                  constitute a Circumstance of Ineligibility.

                           (ii) TERMINATION FOR CAUSE. If the Executive's
                  employment with the Company or a successor is terminated for
                  Cause at any time preceding or following a Change-in-Control,
                  the Executive shall not be eligible to receive the
                  Change-in-Control Payment.

3. TIME OF PAYMENT OF CHANGE-IN-CONTROL PAYMENT

                  The Change-in-Control Payment (if any) shall be paid to the
Executive in cash in a lump sum within 10 business days following the later of
(i) the date of the termination of the Executive's employment with the Company
or the successor or (ii) the date of the Change-in-Control.

4. VESTING OF RESTRICTED STOCK AND STOCK OPTIONS

                  Upon the occurrence of a Change-in-Control, any and all stock
awards under the General Cable Corporation Stock Incentive Plan (the "Stock
Incentive Plan") shall become fully vested and immediately exercisable and shall
remain exercisable until their expiration in accordance with the terms of the
Stock Incentive Plan.

5. CONTINUATION OF EXECUTIVE WELFARE BENEFITS

                   Notwithstanding anything contained herein to the contrary, if
the Executive is entitled to receive the Change-in-Control Payment, the Company
or any of its subsidiaries or successor shall continue his participation, as if
he were still an employee, in the medical, dental, hospitalization and life
insurance plans, programs and/or arrangements of the Company or any of its
subsidiaries in which he was participating on the date of the termination of his
employment (or on the 181st day prior to the Change-in-Control, if more
favorable to the Executive) on the same terms and conditions as other executives
under such plans, programs and/or arrangements until



                                       4
   5

the earlier of (i) the end of the 24-month period following the date of the
termination of his employment or (ii) the date, or dates, he receives equivalent
coverage and benefits under the plans, programs and/or arrangements of a
subsequent employer (such coverage and benefits to be determined on a
coverage-by-coverage or benefit-by-benefit basis).

6. GROSS-UP

                  (a) Whether or not the Executive becomes entitled to the
Change-in-Control Payment, if any of the payments or benefits received or to be
received by the Executive in connection with a Change-in-Control or the
Executive's termination of employment (whether such payments or benefits are
provided pursuant to the terms of this Agreement or any other plan, arrangement
or agreement with the Company, any person whose actions result in a
Change-in-Control or any person affiliated with the Company or such person)
(such payments or benefits, excluding the Gross-Up Payment, being hereinafter
referred to as the "Total Payments") would be subject to the excise tax (the
"Excise Tax") imposed under Section 4999 of the Internal Revenue Code of 1986,
as amended (the "Code"), the Company shall pay to the Executive an additional
amount (the "Gross-Up Payment") equal to the Excise Tax plus related federal,
state and local income, excise, and employment taxes. The intent of the Gross-Up
Payment is to ensure that the Executive does not bear the cost of the Excise Tax
or any tax associated with the Company's reimbursement of the Excise Tax.

                  (b) For purposes of determining whether any of the Total
Payments will be subject to the Excise Tax and the amount of such Excise Tax,
(i) all of the Total Payments shall be treated as "parachute payments" (within
the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax
counsel ("Tax Counsel") selected by the Company and reasonably acceptable to the
Executive, such payments or benefits (in whole or in part) do not constitute
parachute payments, including by reason of Section 280G(b)(4)(A) of the Code,
(ii) all "excess parachute payments" within the meaning of Section 280G(b)(1) of
the Code shall be treated as subject to the Excise Tax unless, in the opinion of
Tax Counsel, such excess parachute payments (in whole or in part) represent
reasonable compensation for services actually rendered (within the meaning of
Section 280G(b)(4)(B) of the Code) in excess of the "base amount" (as defined in
Section 280G(b)(3) of the Code) allocable to such payment, or are otherwise not
subject to the Excise Tax, and (iii) the value of any noncash benefits or any
deferred payment or benefit shall be determined by Tax Counsel in accordance
with the principles of Sections 280G(d)(3) and (4) of the Code. 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 the Executive's termination
of employment net of the



                                       5
   6

maximum reduction in federal income taxes which could be obtained from deduction
of such state and local taxes.

                  (c) 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 five (5) business 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 Section 1274(b)(2)(B) of the Code. 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 five (5) business 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.

7. MISCELLANEOUS

                  (a) NO EMPLOYMENT AGREEMENT. This Agreement does not
constitute a contract of employment or impose on the Company any obligation to
retain the Executive as an employee.

                  (b) DEDUCTIONS AND WITHHOLDING. The Executive agrees that
the Company shall withhold from any and all compensation required to be paid to
the Executive pursuant to this Agreement all federal, state, local and/or other
taxes which the Company determines are required to be withheld in accordance
with applicable statutes and/or regulations from time to time in effect.

                  (c) WAIVER AND RELEASE. The Executive acknowledges that (i)
the Change-in-Control Payment is in excess of the amounts that the Executive
would otherwise be entitled to receive under any employment or severance
agreement, plan, program or arrangement of the Company or between the Company
and the Executive and (ii) the Company has no obligation to enter into this
Agreement. In consideration of the Company assuming these additional obligations
and entering into this Agreement,



                                       6
   7

the Executive agrees to execute a customary release of all claims related to the
Executive's employment or termination thereof, in substantially the same form as
annexed hereto other than any modifications which may be required to effectuate
such release based upon any changes in law.

                  (d) ARBITRATION. Any dispute or controversy arising under or
in connection with this Agreement shall be settled exclusively by arbitration
conducted in Cincinnati, Ohio under the Commercial Arbitration Rules then
prevailing of the American Arbitration Association and such submission shall
request the American Arbitration Association to: (i) appoint an arbitrator
experienced and knowledgeable concerning the matter then in dispute; (ii)
require the testimony to be transcribed; (iii) require the award to be
accompanied by findings of fact and a statement of reasons for the decision; and
(iv) request the matter to be handled by and in accordance with the expedited
procedures provided for in the Commercial Arbitration Rules. The determination
of the arbitrators, which shall be based upon a de novo interpretation of this
Agreement, shall be final and binding and judgment may be entered on the
arbitrators' award in any court having jurisdiction. All costs of the American
Arbitration Association and the arbitrator shall be borne by the Company, unless
the position advanced by the Executive is determined by the arbitrator to be
frivolous in nature.

                  (e) LEGAL FEES. The Company or the successor shall pay to the
Executive all reasonable legal fees and expenses incurred by the Executive in
disputing in good faith any issues hereunder relating to the termination of the
Executive's employment, in seeking in good faith to obtain or enforce any
benefit or right provided by this Agreement or in connection with any tax audit
or proceeding to the extent attributable to the application of Section 4999 of
the Code to any payment or benefit provided hereunder. Such payments shall be
made within 30 days after delivery of the Executive's written request for
payment accompanied with such evidence of fees and expenses incurred as the
Company reasonably may require. The Company or the successor shall pay to the
Executive interest at the prime lending rate as announced from time to time by
The Chase Manhattan Bank on all or any part of the Change-in-Control Payment
that is not paid when due. The prime rate for each calendar quarter shall be the
prime rate in effect on the first day of the calendar quarter.

                  (f) NO DUTY TO MITIGATE/SET-OFF. The Company agrees that if
the Executive's employment with the Company or a successor is terminated during
the Term, the Executive shall not be required to seek other employment. Further,
the amount of any payment or benefit hereunder shall not be reduced by any
compensation earned by the Executive or any benefit provided to the Executive as
the result of employment by another employer or otherwise, except as provided in
Paragraph 5 or 7(g) hereof. The Company's obligations to make any payment or
provide any benefit hereunder shall not be affected by any circumstances,
including, without limitation, any



                                       7
   8

set-off, counterclaim, recoupment, defense or other right which the Company or a
successor corporation may have against the Executive.

                  (g) OFFSET. The Change-in-Control Payment shall be reduced by
any severance payment made by the Company or any subsidiary of the Company to
the Executive pursuant to (i) any severance plan, program, policy or arrangement
of the Company or any subsidiary of the Company, (ii) the Employment Agreement
or any other employment agreement between the Company or any subsidiary of the
Company and the Executive, and (iii) any federal, state or local statute, rule,
regulation or ordinance.

                  (h) ENTIRE AGREEMENT. This Agreement embodies the entire
agreement of the parties with respect to any payment due the Executive in the
event of a Change-in-Control and supersedes any other prior oral or written
agreements between the Executive and the Company with respect thereto, except
that nothing herein shall be construed to adversely affect the Executive's right
to receive any non-duplicative payment or benefit to which he is entitled under
the Employment Agreement or any other employment agreement between the Company
or any subsidiary of the Company and the Executive in connection with his
termination of employment. No party may amend, modify or terminate this
Agreement without the express written consent of the other party.

                  (i) BINDING 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,
devises and legatees.

                  (j) GOVERNING LAW. This Agreement shall be governed and
construed in accordance with the laws of the Commonwealth of Kentucky without
reference to principles of conflict of laws.

                  (k) COUNTERPARTS. This Agreement may be executed and delivered
in separate counterparts, each of which when so executed and delivered shall be
deemed an original and all of which taken together shall constitute one and the
same agreement.



                                       8
   9

                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first written above.

                                             GENERAL CABLE CORPORATION



                                             By: /s/ Stephen Rabinowitz
                                                 ----------------------



ACCEPTED AND AGREED TO
as of the date first written above


By: /s/ Robert J. Siverd
    ---------------------
        Robert J. Siverd




                                       9

EX-18

   1
                                                                      EXHIBIT 18




General Cable Corporation
4 Tesseneer Drive
Highland Heights, Kentucky 41076


At your request, we have read the description included in your Quarterly Report
on Form 10-Q to the Securities and Exchange Commission for the quarter ended
March 31, 2000, of the facts relating to the change in the method of accounting
for the North American inventory, excluding copper and aluminum, from the first
in first out (FIFO) method to the last in first out (LIFO) method. We believe,
on the basis of the facts so set forth and other information furnished to us by
appropriate officials of the Company, that the accounting change described in
your Form 10-Q is to an alternative accounting principle that is preferable
under the circumstances.

We have not audited any consolidated financial statements of General Cable
Corporation and its consolidated subsidiaries as of any date or for any period
subsequent to December 31, 1999. Therefore, we are unable to express, and we do
not express, an opinion on the facts set forth in the above-mentioned Form 10-Q,
on the related information furnished to us by officials of the Company, or on
the financial position, results of operations, or cash flows of General Cable
Corporation and its consolidated subsidiaries as of any date or for any period
subsequent to December 31, 1999.



/s/ Deloitte & Touche LLP
Cincinnati, Ohio

April 18, 2000

EX-27

 

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<PERIOD-TYPE>                   3-MOS
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