Superior Essex (SPSX)

ARTICLE 1
PURPOSE

1.1. GENERAL. The Superior Essex Inc. Amended and Restated 2005 Incentive Plan is designed to:

·  focus management on business performance that creates stockholder value;

·  encourage innovative approaches to the business of the Company;

·  reward for results;

·  encourage ownership of Superior Essex common stock by management; and

·  encourage taking appropriate risks with an opportunity for higher reward.

ARTICLE 1
PURPOSE

        1.1.    GENERAL.    The Superior Essex Inc. Amended and Restated 2005 Incentive Plan is designed to:

•

focus management on business performance that creates stockholder value;



•

encourage innovative approaches to the business of the Company;



•

reward for results;



•

encourage ownership of Superior Essex common stock by management; and



•

encourage taking appropriate risks with an opportunity for higher reward.

ARTICLE 1
PURPOSE

1.1        GENERAL.   The Superior Essex Inc. Amended and Restated 2005 Incentive Plan is designed to:

·       focus management on business performance that creates stockholder value;

·       encourage innovative approaches to the business of the Company;

·       reward for results;

·       encourage ownership of Superior Essex common stock by management; and

·       encourage taking appropriate risks with an opportunity for higher reward.

ARTICLE 1
PURPOSE

1.1.          BACKGROUND.  This plan is adopted to formalize the compensation for non-employee directors of the Company.  The Board initially adopted the Superior Essex Inc. Director Compensation Plan on October 26, 2004, which became effective on November 10, 2004 and was amended and restated as the Superior Essex Inc. 2005 Amended and Restated Director Compensation Plan (collectively, the “Prior Plans”).   The Prior Plans are being amended and restated by the adoption of this Director Compensation Plan (the “Plan”).

1.2.          PURPOSE.  The purpose of the Plan is to attract, retain and compensate highly-qualified individuals who are not employees of the Company or any of its Subsidiaries or Affiliates for service as members of the Board by providing them with competitive compensation and an equity interest in the Common Stock of the Company.  The Company intends that the Plan will benefit the Company and its stockholders by allowing Non-Employee Directors to have a personal financial stake in the Company through an ownership interest in the Common Stock and will closely associate the interests of Non-Employee Directors with that of the Company’s stockholders.

1.3.          ELIGIBILITY.  Non-Employee Directors of the Company who are Eligible Participants, as defined below, shall automatically be participants in the Plan.

PURPOSE

1.1.                              BACKGROUND.  This plan is adopted to formalize the compensation for non-employee directors of the Company.  The Board initially adopted the Superior Essex Inc. Director Compensation Plan on October 26, 2004, which became effective on November 10, 2004 (the “Original Plan”)  The Board is amending and restating the Original Plan by adopting this Superior Essex Inc. 2005 Amended and Restated Director Compensation Plan (the “Plan”).

1.2.                              PURPOSE.  The purpose of the Plan is to attract, retain and compensate highly-qualified individuals who are not employees of the Company or any of its Subsidiaries or Affiliates for service as members of the Board by providing them with competitive compensation and an equity interest in the Common Stock of the Company.  The Company intends that the Plan will benefit the Company and its stockholders by allowing Non-Employee Directors to have a personal financial stake in the Company through an ownership interest in the Common Stock and will closely associate the interests of Non-Employee Directors with that of the Company’s stockholders.

1.3.                              ELIGIBILITY.  Non-Employee Directors of the Company who are Eligible Participants, as defined below, shall automatically be participants in the Plan.