General Cable (BGC)

Item 1.02   Termination of a Material Definitive Agreement

On December 19, 2007, at the request of Gregory B. Kenny, President and Chief Executive Officer and a Director, and under authority from the Board’s Compensation Committee, General Cable Corporation (“General Cable”) entered into a Termination Agreement (the “Termination Agreement”), which terminates Mr. Kenny’s existing employment agreement and change-in-control agreement with General Cable effective December 31, 2007.  Mr. Kenny’s employment agreement was entered into on October 18, 1999 with a three-year term subject to one-year extensions and has been amended since that date principally to reflect changes in his officer positions and responsibilities.  Mr. Kenny’s change-in-control agreement was entered into on October 18, 1999 and was amended and restated on April 28, 2000.  In addition to terminating Mr. Kenny’s employment and change-in-control agreements, the Termination Agreement provides that Mr. Kenny will receive a salary and incentive compensation as determined by the Board’s Compensation Committee as well as employee benefits which similarly situated General Cable employees are eligible to receive.  Those benefits will be subject to the terms of the applicable General Cable plan or program and include the General Cable Corporation Executive Officer Severance Benefit Plan effective January 1, 2008 (“Severance Plan”).  Mr. Kenny also agreed in the Termination Agreement to certain noncompetition and nonsolicitation provisions.  This summary of the material terms of the Termination Agreement is qualified in its entirety by reference to the Termination Agreement, a copy of which is filed as Exhibit 10.1 to this Report and incorporated herein by reference.  

On December 19, 2007, at the request of Robert J. Siverd, Executive Vice President, General Counsel and Secretary, and under authority from the Board’s Compensation Committee, General Cable entered into a Termination Agreement (the “Siverd Termination Agreement”), which terminates Mr. Siverd’s existing employment agreement and change-in-control agreement with General Cable effective December 31, 2007.  Mr. Siverd’s employment agreement was entered into on October 18, 1999 with a three-year term subject to one-year extensions and has been amended since that date principally to reflect changes in his position and responsibilities.  Mr. Siverd’s change-in-control agreement was entered into on October 18, 1999 and was amended and restated on April 28, 2000.  In addition to terminating his employment and change-in-control agreements, the Siverd Termination Agreement provides that Mr. Siverd will receive a salary and incentive compensation as determined by the Board’s Compensation Committee as well as employee benefits which similarly situated General Cable employees are eligible to receive.  Those benefits will be subject to the terms of the applicable General Cable plan or program, including the Severance Plan.  Mr. Siverd also agreed in his Termination Agreement to certain noncompetition and nonsolicitation provisions.  This summary of the material terms of the Siverd Termination Agreement is qualified in its entirety by reference to that Agreement, a copy of which is filed as Exhibit 10.2 to this Report and incorporated herein by reference.  

On December 19, 2007, Brian J. Robinson, Senior Vice President and Chief Financial Officer, entered into a Novation Agreement with General Cable (the “Novation Agreement”) effective December 31, 2007, under which Mr. Robinson releases his right to receive severance payments under his Letter Agreement of September 14, 2003, in exchange for participation under the Severance Plan.  Mr. Robinson also agreed in his Novation Agreement to certain noncompetition and nonsolicitation terms set forth in that Novation Agreement.  This summary of material terms of the Novation Agreement is qualified in its entirety by reference to the

Novation Agreement, a copy of which is filed as Exhibit 10.3 to this Report and incorporated herein by reference.  

Termination of a Material Definitive Agreement.

On November 15, 2007, General Cable Corporation (the “Company”) completed the redemption of approximately $4.9 million of the Company’s outstanding 9.5% Senior Notes due 2010 (the “Notes”) at a redemption price of 104.750% of the principal amount thereof, plus interest accrued to November 15, 2007.

The Notes were issued pursuant to an Indenture, dated as of November 24, 2003 (the “Indenture”), by and among the Company, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee.  The Company’s redemption of the Notes terminates the Company’s obligations under the Indenture.