General Counsel Employment Agreement

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


Agreement made and entered into this 18th day of October, 1999 (the "Effective Date"), by and among 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 May 13, 1997, which is currently in effect (the "Employment Arrangement"); and


WHEREAS, effective upon the Effective Date it is intended that the Employment Arrangement be terminated and that this Agreement become effective;


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 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


2


($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.


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 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


3


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 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
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


4


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.


(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 an ...