UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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General Cable Corporation

(Name of Registrant as Specified In Its Charter)

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GENERAL CABLE CORPORATION
4 Tesseneer Drive
Highland Heights, Kentucky 41076
Telephone (859) 572-8000

Dear Stockholder:

     You are cordially invited to attend the 2010 Annual Meeting of Stockholders, which will be held at 11:00 a.m., Eastern Daylight Time, on Thursday, May 13, 2010, at our World Headquarters located at 4 Tesseneer Drive, Highland Heights, Kentucky 41076.

     We once again are pleased to utilize Securities and Exchange Commission rules that allow us to deliver proxy materials over the Internet to expedite our stockholders’ receipt of these materials. You will receive a Notice of Internet Availability of Proxy Materials. This Notice will include instructions to access proxy materials and vote. At your discretion, you may request hard copies and a proxy card for voting by mail by following the instructions on the Notice. We encourage you to read the Proxy Statement carefully.

     As you will note from the enclosed proxy material, the Board of Directors recommends that you vote FOR each of the proposals set forth in the Proxy Statement.

Sincerely,

GREGORY B. KENNY
President and Chief Executive Officer

April 1, 2010

GENERAL CABLE CORPORATION
4 Tesseneer Drive
Highland Heights, Kentucky 41076
Telephone (859) 572-8000

NOTICE OF THE 2010 ANNUAL MEETING OF STOCKHOLDERS

     The 2010 Annual Meeting of Stockholders of General Cable Corporation (“General Cable”) will be held on Thursday, May 13, 2010, at 11:00 a.m., Eastern Daylight Time, at our World Headquarters at 4 Tesseneer Drive, Highland Heights, Kentucky 41076, to consider and act upon the following proposals:

	1.		Election of one Director;
	2.		Approval of an amendment to General Cable’s Amended and Restated Certificate of Incorporation, as amended, to provide for annual election of all directors;
	3.		Approval of an amendment to General Cable’s Amended and Restated Certificate of Incorporation, as amended, to provide that directors may be removed with or without cause (except for Class II and Class III Directors serving the remaining portion of a multi-year term, who, if the amendment is approved and adopted, could not be removed without cause prior to the end of their current multi-year term);
	4.		Ratification of the appointment of Deloitte & Touche LLP, an independent registered public accounting firm, to audit General Cable’s 2010 consolidated financial statements and internal control over financial reporting;
	5.		Approval of performance goals under General Cable’s 2005 Stock Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code as amended; and
	6.		Such other business as may properly come before the meeting.

     Only stockholders of record at the close of business on March 15, 2010, are entitled to notice of and to vote at the meeting.

By Order of the Board of Directors,

Robert J. Siverd
Secretary

April 1, 2010

PROXY STATEMENT
TABLE OF CONTENTS

ELECTION OF DIRECTORS			7
Nominees for Director			8
The Board, its Committees and Meetings			10
REPORT OF AUDIT COMMITTEE			11
BENEFICIAL OWNERSHIP OF SHARES BY MANAGEMENT			17
SIGNIFICANT STOCKHOLDERS			18
EXECUTIVE COMPENSATION			19
Compensation Discussion and Analysis			19
Summary Compensation Table			31
Grants of Plan-Based Awards Table			32
Outstanding Equity Awards at December 31, 2009 Table			34
Option Exercises and Stock Vested During Fiscal Year 2009 Table			35
Non-Qualified Deferred Compensation Table			36
Change in Control and Other Post-Employment Payments and Benefits			38
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			44
TRANSACTIONS WITH RELATED PERSONS			45
AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR ANNUAL ELECTION OF ALL DIRECTORS (Proposal 2)			45
AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE THAT DIRECTORS MAY BE REMOVED WITH OR WITHOUT CAUSE (Proposal 3)			47
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP TO AUDIT GENERAL CABLE’S 2010 CONSOLIDATED FINANCIAL STATEMENTS AND INTERNAL CONTROL OVER FINANCIAL REPORTING (Proposal 4)			48
APPROVAL OF PERFORMANCE GOALS UNDER GENERAL CABLE’S 2005 STOCK INCENTIVE PLAN FOR PURPOSES OF SECTION 162(m) OF THE INTERNAL REVENUE CODE (Proposal 5)			48
OTHER INFORMATION			58

PROXY STATEMENT

     The Board of Directors of General Cable Corporation (“General Cable” or the “Company”) is providing this Proxy Statement for the solicitation of proxies from holders of outstanding common stock for the 2010 Annual Meeting of Stockholders (“Annual Meeting”) on May 13, 2010, and at any adjournment of the meeting. The Annual Meeting will be held at 11:00 a.m., Eastern Daylight Time on Thursday, May 13, 2010, at the World Headquarters of the Company at 4 Tesseneer Drive, Highland Heights, Kentucky. The principal executive offices of General Cable are located at 4 Tesseneer Drive, Highland Heights, Kentucky 41076. Beginning on or about April 1, 2010, General Cable will send the Notice of Internet Availability of Proxy Materials and release its proxy materials, including this Proxy Statement, proxy form, and General Cable’s Annual Report to Stockholders for 2009, to all stockholders entitled to receive notice and to vote at the Annual Meeting.

VOTING PROCEDURES

Your Vote is Very Important

     Our Annual Meeting this year is being held at our World Headquarters in Highland Heights, Kentucky which you are invited to attend. Under rules adopted by the Securities and Exchange Commission, we have elected to provide access to our proxy materials for the Annual Meeting over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) beginning on or about April 1, 2010, to our stockholders of record and beneficial owners. The Notice includes instructions on how to access the proxy materials over the Internet or to request a printed copy of the proxy materials. Whether or not you plan to attend our Annual Meeting, please take the time to vote.

     Voting by Stockholders of Record. If you are a stockholder of record, you may vote in person at the Annual Meeting. We will give you a ballot when you arrive. If you do not wish to vote in person or if you will not be attending the Annual Meeting, you may vote by proxy. You can vote by proxy over the Internet by following the instructions provided in the Notice. If you request printed copies of the proxy materials, you also can vote by mail or by telephone.

     Voting by Beneficial Owners. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the beneficial owner of shares held in “street name.” If you are a beneficial owner and you wish to vote in person at the Annual Meeting, you must obtain a valid proxy from the organization that holds your shares. If you do not wish to vote in person or you will not be attending the Annual Meeting, you may vote by proxy. You can vote by proxy over the Internet following the instructions provided in the Notice, which was provided to you by the organization that holds your shares. If you requested printed copies of the proxy materials, you also can vote by mail or by telephone.

Record Date

     Holders of record of General Cable common stock, par value $0.01 per share, at the close of business on March 15, 2010 (the “Record Date”) will be entitled to notice of the Annual Meeting and to vote at the Annual Meeting and at any adjournments. At the Record Date, 52,292,910 shares of common stock were issued and outstanding.

How to Revoke Your Proxy

     You may revoke your proxy at any time before the final vote at the Annual Meeting. You may do so by (1) voting again on a later date on the Internet or by telephone (only your latest Internet or telephone proxy submitted before the Annual Meeting will be counted); (2) sending a written statement of revocation to the Secretary of General Cable at the above address; or (3) submitting a properly signed proxy having a later date. You also may attend the meeting and vote in person. However, your attendance at the meeting will not, by itself, revoke your proxy.

Vote Required and Method of Counting Votes

	•		Number of Shares Outstanding. At the close of business on the Record Date, there were 52,292,910 shares of common stock outstanding and entitled to vote at the Annual Meeting.
	•		Vote Per Share. You are entitled to one vote per share on matters presented at the Annual Meeting. Stockholders do not have cumulative voting rights in the election of Directors.
	•		Quorum. A majority of outstanding shares, present or represented by proxy, makes a quorum for the transaction of business at the Annual Meeting. Abstentions and “broker non-votes” (i.e., when a broker does not have authority to vote on a specific issue) are counted as present for purposes of determining a quorum.
	•		Vote Required. The following is an explanation of the vote required for each of the three items to be voted on at the Annual Meeting assuming a quorum is present. If you sign and return a proxy but do not specify how you want your shares voted, your shares will be voted FOR the nominee and FOR the other proposals listed below.
			Proposal 1 — Election of Director
			In an uncontested election, a nominee will be elected if the votes cast for the nominee exceed the votes cast against the nominee. In the event the number of nominees exceeds the number of Directors to be elected, however, directors receiving the highest number of votes will be elected.
			Please note that this year the rules that govern how brokers vote your shares have changed. Brokers may no longer use discretionary authority to vote shares on the election of directors (Proposal 1) if they have not received instructions from their clients. Please vote your proxy so your vote can be counted.
			Proposal 2 — Amendment to Amended and Restated Certificate of Incorporation, as amended (“Restated Certificate of Incorporation”), to Provide for Annual Election of All Directors
			The affirmative vote of the holders of at least 66 2 / 3 percent of the voting power of all shares entitled to vote generally in the election of Directors, voting together as a single class, is required for approval of Proposal 2. Proposals 2 and 3 are cross-conditioned on each other. If either Proposal 2 or Proposal 3 is not approved, then neither proposal will be approved.

			Proposal 3 — Amendment to Restated Certificate of Incorporation to Provide that Directors May be Removed With or Without Cause
			The affirmative vote of the holders of at least 66 2 / 3 percent of the voting power of all shares entitled to vote generally in the election of Directors, voting together as a single class, is required for approval of Proposal 3. Proposals 2 and 3 are cross-conditioned on each other. If either Proposal 2 or Proposal 3 is not approved, then neither proposal will be approved.
			Proposal 4 — Ratification of Appointment of Auditors
			The affirmative vote of a majority of shares present in person or by proxy is required for approval of Proposal 4.
			Proposal 5 — Approval of Performance Goals Under General Cable’s 2005 Stock Incentive Plan
			The affirmative vote of a majority of shares present in person or by proxy is required for approval of Proposal 5.
	•		Abstentions and Broker Non-Votes. Abstentions and “broker non-votes” (shares held by a broker who is a member of the New York Stock Exchange (“NYSE”) that does not have discretionary authority to vote on a particular matter and has not received voting instructions from its client) are counted for purposes of determining a quorum for the transaction of business at the Annual Meeting. If a quorum is present, a nominee for election to a position on the Board of Directors will be elected as a director if the votes cast for the nominee exceed the votes cast against the nominee. If a quorum is present, Proposals 2 and 3 require the affirmative vote of at least 66 2 / 3 percent of the voting power of all shares entitled to vote generally in the election of Directors, voting together as a single class. If a quorum is present, Proposals 4 and 5, and all other matters that properly come before the meeting, require the affirmative vote of a majority of shares present or in person. Neither abstentions nor broker non-votes will have any effect on the election of any director nominee. Because Proposals 2 and 3 require the affirmative vote of at least 66 2 / 3 percent of the voting power of all shares entitled to vote generally in the election of Directors, voting together as a single class, abstentions and broker non-votes will have the effect of a vote against these proposals. Because Proposals 4 and 5 require the affirmative vote of a majority of shares present in person or by proxy, abstentions will have the effect of a vote against these proposals. Broker non-votes will have no effect on Proposals 4 and 5.

Discretionary Voting Power

     The Board knows of no other matters to be presented for stockholder action at the Annual Meeting. In addition, on matters raised at the Annual Meeting that are not covered by this Proxy Statement, the persons named in the proxy card will have full discretionary authority to vote unless a stockholder has followed the advance notice procedures discussed below under “Director Nomination Process.” If the nominee for election as a Director becomes unable to accept nomination or election, which we do not anticipate, the persons named in the proxy will vote for the election of another person recommended by the Board.

ELECTION OF DIRECTOR
(Proposal 1)

     One Director will be elected at the 2010 Annual Meeting.

     Under General Cable’s Restated Certificate of Incorporation, the Board is divided into three classes of Directors serving staggered three-year terms. Each class is to be as nearly equal in number as reasonably possible. Terms of office for Directors were set up so that the initial term of office of Class I Directors expired at the 1998 annual meeting; the initial term of Class II Directors expired at the 1999 annual meeting; and the initial term of Class III Directors expired at the 2000 annual meeting. This year, at the 2010 Annual Meeting, the term of the Directors in Class I expires. There is currently one Class I Director. Directors elected to succeed Directors whose terms have expired currently have a term of office lasting three years and until their successors are elected. Class II and Class III Directors will serve until the 2011 and 2012 Annual Meetings, respectively, and until their successors are elected and qualified or until their earlier resignation or removal.

     As discussed below, under Proposals 2 and 3, the stockholders are being asked to approve and adopt amendments to General Cable’s Restated Certificate of Incorporation to declassify General Cable’s Board of Directors and to provide that Directors may be removed with or without cause (except for Class II and III Directors currently serving the remaining portion of a multi-year term, who, if the amendments are approved and adopted, could not be removed without cause prior to the end of their current multi-year term). Because the Class I Director is up for election at the 2010 Annual Meeting, if the nominee is elected and the proposed amendments to General Cable’s Restated Certificate of Incorporation (Proposals 2 and 3) are approved, the Class I Director will be up for election for a one-year term to expire at General Cable’s 2011 annual meeting of stockholders (“2011 Annual Meeting”) and until his successor has been elected and qualified or until his earlier resignation or removal. However, if the proposed amendments to General Cable’s Restated Certificate of Incorporation (Proposals 2 and 3) are not approved, the Class I Director (if elected) will serve for a three-year term to expire at General Cable’s 2013 annual meeting of stockholders (the “2013 Annual Meeting”) and until his successor has been elected and qualified or until his earlier resignation or removal.

     Under General Cable’s Amended and Restated Bylaws, as amended, (“By-Laws”), in an uncontested election, a nominee will be elected if the votes cast for the nominee exceed the votes cast against the nominee. In the event the number of nominees exceeds the number of Directors to be elected, however, directors receiving the highest number of votes will be elected.

     Under the Company’s Corporate Governance Principles and Guidelines, a nominee must agree to tender, promptly following the annual meeting at which they are elected or re-elected as director, irrevocable resignations that will be effective upon (i) the failure to receive the required vote at the next annual meeting at which they face re-election and (ii) Board of Director acceptance of such resignation. If an incumbent director nominee fails to receive the required vote for re-election in an uncontested election in accordance with Section 5.5 of General Cable’s By-Laws, the Corporate Governance Committee will act on an expedited basis to determine whether to accept the director nominee’s resignation and will submit such recommendation for prompt consideration to the Board of Directors. The Corporate Governance Committee and the Board of Directors may take into consideration any factors each deems relevant, including, without limitation, reported reasons for the “against” votes, the director’s length of service on the Board of Directors and contributions to General Cable in such role and the effect of the director’s resignation on General Cable’s compliance with any law, rule, regulation, stock exchange listing standard or contractual arrangement. After considering the Corporate Governance Committee’s recommendation, the Board of Directors will make a determination with respect to the matter within 90

days after the Board of Directors’ receipt of the recommendation from the Corporate Governance Committee.

     Set forth below is certain information relating to the background, experience and qualifications of the individual who was nominated by the Board of Directors on February 24, 2010, for reelection as a Class I Director at the Annual Meeting. Also set forth below is information on the background, relevant experience and qualifications relating to Class II and Class III continuing Directors. The information is based on data furnished to General Cable by the individual Directors. The new term of office for the nominee will be (i) for a one-year term to expire at the 2011 Annual Meeting, if Proposals 2 and 3 are approved by the stockholders, or (ii) for a three-year term to expire at the 2013 Annual Meeting, if Proposals 2 and 3 are not approved by stockholders.

Class I Director Nominee for Election at the Annual Meeting

Class II Continuing Directors

Class III Continuing Directors

The Board, its Committees, Qualifications and Leadership

     The General Cable Board of Directors meets regularly during each year. In 2009, the Board of Directors held nine meetings. As a matter of policy, the Company expects Directors to attend each Annual Meeting, and in 2009, all Directors attended the Annual Meeting. The Board currently has five members. The Board believes that its current size facilitates productive Board and Committee level interactions and decision making. The Board has determined that Messrs. Lawton, Omtvedt, Smialek and Welsh, who are not employees of the Company, are all independent based on application of the rules and standards of the NYSE. General Cable has three standing Committees, which are the Audit Committee, the Compensation Committee, and the Corporate Governance Committee. In 2009, each Director attended at least 75% of the total number of meetings of the Board of Directors and of the Committees on which he served.

     The Board generally will have six regularly scheduled meetings a year for the non-management Directors without management present. These sessions usually take place around regularly scheduled Board meetings. The Nonexecutive Chairman will preside at such meetings. The non-management Directors also may and do meet without management present at other times as are determined by the Nonexecutive Chairman.

     Directors of our Company are expected to attend all scheduled Board and Committee meetings and to be prepared for the meetings by reviewing the materials provided to them in advance of the meetings. Directors must be willing to devote sufficient time to carry out their duties and responsibilities effectively and should be committed to serve on the Board for an extended period of time. Directors should offer their resignation in the event of any significant change in their personal circumstances, including a change in their principal job responsibilities that would adversely affect their ability to fulfill their duties and responsibilities as Directors. Further, Directors who also serve as CEO or in equivalent positions should not serve on more than two boards of public companies in addition to the General Cable Board, and other Directors should not serve on more than four other boards of public companies. Current positions in excess of those limits may be maintained unless the Board determines that doing so would impair the Director’s service on the Company’s Board. Lastly, the Board does not believe that arbitrary term limits on Directors’ service are appropriate; nor does it believe that Directors should expect to be renominated annually until they reach retirement age. The Board does believe that seventy (70) is an

appropriate retirement age for outside Directors. However, the Board will utilize its own self-evaluation process as an important determinant of Board tenure.

     Compensation arrangements for non-management Directors are discussed in connection with the Director Compensation Table (see page 37).

     Stockholders and other interested persons may communicate with the Board, including the Nonexecutive Chairman and the non-management Directors, on matters of interest. The Company has established a special email address and telephone number for these communications which are posted on the Company’s website (www.generalcable.com) via the Investor Relations page. Our general telephone number is (859) 572-8000; our main email address is info@generalcable.com. The email address and telephone number are posted on the Company’s website. (Information on the Company’s website is not incorporated by reference into this Proxy Statement.) Stockholders and other interested persons may also contact the Directors, including non-management Directors, anonymously by using the special email address (chairman@generalcable.com and directors@generalcable.com) and telephone number (800) 716-3565. Communications to these Directors initially will be reviewed by the Secretary and routed to the Chairman or a Board Committee as appropriate.

     The membership and functions and other relevant information relating to each Committee are described below:

     Audit Committee: Consists of Craig P. Omtvedt (Chairman), Gregory E. Lawton, Robert L. Smialek and John E. Welsh, III, who are independent under the rules of the NYSE. The Committee assists in Board oversight of the integrity of the Company’s financial statements, the Company’s compliance with legal requirements and performance of the Company’s internal audit functions and independent auditors. This Committee also determines the independent registered public accounting firm that General Cable retains as its independent auditor. None of the members of the Committee are officers or employees of General Cable. The Audit Committee met seven times in 2009. The Board of Directors has determined that other members of the Committee, in addition to the Chairman, Craig P. Omtvedt, qualify as Audit Committee financial experts under rules of the Securities and Exchange Commission (“SEC”).

     The Audit Committee has adopted formal preapproval policies and procedures relating to the services provided by its independent auditor consistent with requirements of the SEC rules. Under the Company’s preapproval policy, all audit and permissible non-audit services provided by the independent auditors must be preapproved. The Audit Committee will generally preapprove a list of specific services and categories of services, including audit, audit-related and other services, for the upcoming or current fiscal year. Any services that are not included in the approved list of services must be separately preapproved by the Audit Committee. The Committee delegates to the Chairman the authority to approve permitted audit and non-audit services to be provided by the independent auditor between Committee meetings for the sake of efficiency. The Committee Chairman reports any such interim preapproval at the next meeting of the Committee. In 2009, all audit and permissible non-audit services were preapproved in accordance with the policy.

Report of the Audit Committee

     General Cable’s Audit Committee is furnishing the following report under the rules of the SEC:

     The Audit Committee provides oversight relating to the integrity of the Company’s financial reporting process, its compliance with legal and regulatory requirements and the quality of its internal and external audit processes. The role and responsibilities of the Audit Committee are set forth in a written

Charter adopted by the Board, which is posted on the Company’s web site (www.generalcable.com) and is accessible to anyone via the Investor Relations page. It is also available in print to any stockholder on request to the Corporate Secretary at General Cable’s World Headquarters at 4 Tesseneer Drive, Highland Heights, Kentucky 41076. The Audit Committee reviews its Charter annually.

     The Audit Committee is responsible for overseeing the Company’s overall financial reporting process. In fulfilling its responsibilities for calendar 2009, the Audit Committee:

	•		Reviewed and discussed the audited financial statements for the year ended December 31, 2009, with management and Deloitte & Touche LLP, the member firms of Deloitte & Touche Tohmatsu, and their respective affiliates (together, the “Deloitte Entities”), the Company’s independent auditors;
	•		Discussed with the Deloitte Entities the matters required to be discussed by Statement on Auditing Standards No. 61, as amended or modified, relating to the conduct of the audit;
	•		Received written disclosures and the letter from the Deloitte Entities required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with the Deloitte Entities their independence; and
	•		Exercised oversight in other areas relating to the financial reporting and audit process that the Committee determined appropriate, including the Company’s compliance program relating to Section 404 of the Sarbanes-Oxley Act and the Company’s risk assessment and risk management programs.

     Based on the Audit Committee’s review of the audited financial statements and discussions with management and the Deloitte Entities as discussed above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, for filing with the SEC.

Audit Committee:
Craig P. Omtvedt, Chairman
Gregory E. Lawton
Robert L. Smialek
John E. Welsh, III

     Compensation Committee: Consists of Robert L. Smialek (Chairman), Gregory E. Lawton, Craig P. Omtvedt, and John E. Welsh, III. The Compensation Committee reviews and acts on General Cable’s executive compensation and employee benefit plans and programs, including their establishment, modification and administration. It reviews appropriate terms for such programs with management, including consideration of risks associated with the design and implementation of compensation plans. The Committee also determines the compensation of the Chief Executive Officer and other executive officers. The Compensation Committee has engaged an independent consultant (Compensation Strategies, Inc.), which reports directly to the Compensation Committee. This consultant’s role in the Compensation Committee’s processes is described in the Compensation Discussion and Analysis section beginning at page 19. None of the members are officers or employees of General Cable; all are independent under the rules of the NYSE. The Compensation Committee’s charter is posted on the Company’s website and is accessible to anyone via the Investor Relations page. It is also available in print to any stockholder on request to the Corporate Secretary at General Cable’s World Headquarters. The Compensation Committee met four times in 2009.

     Corporate Governance Committee: Consists of Gregory E. Lawton (Chairman), Craig P. Omtvedt, Robert L. Smialek and John E. Welsh, III. The Corporate Governance Committee considers and recommends nominees for election as Directors, appropriate Director compensation, and the membership and responsibilities of Board committees. In conjunction with the Nonexecutive Chairman, the Committee conducts an annual performance evaluation of the Chief Executive Officer (“CEO”) and sets performance objectives for the CEO. The Corporate Governance Committee also reviews management development and succession policies and practices. A copy of the Corporate Governance Committee’s charter is available on the Company’s website and is accessible to anyone via the Investor Relations page. It is also available in print to any stockholder on request to the Corporate Secretary at General Cable’s World Headquarters. In addition, the Corporate Governance Committee provides oversight with regard to the Company’s Code of Business Conduct and Ethics that applies to its Directors, officers, and employees. A copy of the Code of Business Conduct and Ethics is available on the Company’s website via the Investor Relations page. It is also available in print to any stockholder on request to the Corporate Secretary at General Cable’s World Headquarters. None of the members of the Corporate Governance Committee are officers or employees of General Cable; all are independent under the rules of the NYSE. The Corporate Governance Committee met four times in 2009.

Director Nomination Process

     Each year, the Corporate Governance Committee recommends a slate of nominees to the Board which proposes nominees to the stockholders for election to the Board. In connection with its recommendations, the Corporate Governance Committee considers whether the Director candidates have the requisite qualifications and skills that are identified above and the commitment and willingness to serve on the Board in accord with the Company’s Corporate Governance Principles and Guidelines.

     The Corporate Governance Committee will consider stockholder suggestions for nominees when submitted in accord with the provisions of our By-laws. Under General Cable’s By-laws, stockholders may present any proposals for stockholder vote, including the election of Directors, by following the advance notice procedure described below. Under this procedure, the candidates eligible for election at a meeting of stockholders will be candidates nominated by or at the direction of the Board of Directors and candidates nominated at the meeting by a stockholder. Stockholders will be given a reasonable opportunity at the Annual Meeting to nominate candidates for the office of Director if, as the By-Laws require, that stockholder first gave the Secretary of General Cable a written nomination notice at least 60 (sixty) days before the date of the Annual Meeting.

     The nomination notice must set forth the following information as to each individual nominated:

	•		The name, date of birth, business address and residence address of the individual;
	•		The business experience during the past five years of the nominee, including his or her principal occupations and employment during such period, the name and principal business of any corporation or other organization in which those occupations and employment were carried on, and additional information about the nature of his or her responsibilities and level of professional competence which permits an assessment of the candidate’s prior business experience;
	•		A description of all direct and indirect compensation and other material monetary and non-monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among the stockholder submitting the nomination notice and any associated person acting in concert with such person, on the one hand, and

each proposed nominee and any associated person acting in concert with such nominee, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Item 404 promulgated under Regulation S-K if the nominating stockholder and any beneficial owner on whose behalf the nomination is made, if any, or any associated person acting in concert therewith, were the “registrant” for purposes of such Item and the nominee were a director or executive officer of such registrant;

	•		Whether the nominee is or has ever been at any time a Director, officer or owner of 5% or more of any class of capital stock, partnership interests or other equity interest of any corporation, partnership or other entity;
	•		Any directorships held by the nominee in any company with a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, or covered by Section 15(d) of that Act or any company registered as an investment company under the Investment Company Act of 1940, as amended;
	•		Whether, in the last five years, the nominee was convicted in a criminal proceeding or has been subject to a judgment, order, finding or decree of any federal, state or other governmental entity concerning any violation of federal, state or other law, or any proceeding in bankruptcy, which conviction, order, finding, decree or proceeding may be material to an evaluation of the ability or integrity of the nominee; and
	•		Whether, if elected, the nominee intends to tender, promptly following such nominee’s failure to receive the required vote for election or reelection at the next meeting at which such nominee would face election or reelection, an irrevocable resignation effective upon acceptance of such resignation by the Board or Directors, in accordance with the Corporation’s Corporate Governance Principles and Guidelines.

     The nomination notice must also provide the following information about the person submitting the nomination notice and any person acting in concert with that person: (1) the name and business address of these persons; (2) the name and address of these persons as they appear in the Company’s books; (3) the class and number of General Cable shares that are beneficially owned by these persons; and (4) certain other information about the interests of these persons in the Company’s securities, including the following:

	•		Any derivative instrument directly or indirectly owned beneficially by the nominating stockholder and associated person and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of stock of the Company;
	•		Any proxy, contract, arrangement, understanding, or relationship pursuant to which the nominating stockholder and any associated person have a right to vote any shares of any security of the Company;
	•		Any short interest in any security of the Company;
	•		Any rights to dividends on the shares of stock of the Company owned beneficially by the nominating stockholder and by any associated person that are separated or separable from the underlying shares of stock of the Company;

	•		Any proportionate interest in shares of stock of the Company or derivative instruments held, directly or indirectly, by a general or limited partnership in which the nominating stockholder or any associated person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner; and
	•		Any performance-related fees (other than an asset-based fee) to which the nominating stockholder or any associated person is entitled to based on any increase or decrease in the value of shares of stock of the Company or derivative instruments, if any, as of the date of such notice, including, any such interests held by members of the immediate family of the nominating stockholder or any associated person sharing the same household (which information shall be supplemented as would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitation of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder).

     The nomination notice must include the nominee’s signed written consent to being named in a proxy statement as a nominee and to serve as a Director if elected. A written update of the information provided in the notice must be provided to the Company ten business days prior to the meeting. If the presiding officer at any stockholder’s meeting determines that a nomination was not made in accord with these procedures, he or she will so declare to the meeting and the defective nomination will be disregarded.

Director Qualifications and Leadership Structure

     As described above, the Corporate Governance Committee is responsible for considering and recommending nominees for election as Directors of General Cable. In carrying out this duty, the Corporate Governance Committee from time to time engages third-party search firms to assist in identifying and assessing qualifications of individual Director candidates. Directors’ general qualifications and responsibilities are set out in the Company’s Corporate Governance Principles and Guidelines (the “Guidelines”), which were recently reviewed and modified by the Board of Directors with input from the Corporate Governance Committee. The Guidelines are posted on the Company’s website via the Investor Relations page and are available in print to any stockholder on request to the Corporate Secretary of General Cable at its World Headquarters. Under the Guidelines, the Corporate Governance Committee seeks director candidates who encompass a range of experience, qualifications, attributes and skills in order to provide sound and prudent guidance on the Company’s operations and interests worldwide. General Cable aims to have a Board that is diverse and represents experience in business, finance, technology, global markets and other disciplines relevant to the scope of the Company’s activities over time. The Committee further expects that Directors should possess the highest personal and professional values, ethics, and integrity and should be committed to represent and advance the long-term interests of the Company’s shareholders. In considering the nature and scope of experience encompassed by the directors or nominees for director, General Cable evaluates each individual in the context of the Board as a whole taking into account relevant factors including independence, diversity, personal skills, and industry background.

     In regard to the nominee for Director (Mr. John E. Welsh, III) and the continuing Directors, each such person has the requisite general qualifications to serve as Director under the Guidelines set forth above (relevant experience, acumen, character and commitment) as is reflected in the summaries on pages 8 to 10 beneath each Director’s photograph. In addition, the nominee for Director and the continuing Directors were chosen to serve because of the following additional specific experiences, attributes and skills:

     John E. Welsh, III, Nonexecutive Chairman: (i) strong financial background in investment banking and investment management; (ii) leadership and collaboration skills; (iii) substantial experience involving acquisitions and strategic alliances; and (iv) background in telecommunications products and services.

     Gregory B. Kenny: (i) extensive operating and managerial experience in domestic and international businesses, including global wire and cable company operations; (ii) leadership and communication skills; (iii) substantial experience in financial matters; (iv) substantial experience in advancing growth strategies, including acquisitions and strategic alliances; and (v) broad experience in corporate governance.

     Gregory E. Lawton: (i) substantial marketing and operating experience in a variety of domestic and global manufacturing businesses; (ii) substantial experience in organizational development and talent development; (iii) substantial experience involving acquisitions and strategic alliances; and (iv) experience with major sales channels and distribution.

     Craig P. Omtvedt: (i) extensive experience as financial executive with knowledge of financial controls and systems; (ii) substantial business experience in domestic and international business, (iii) substantial experience involving acquisitions and strategic alliances; and (iv) experience with major sales channels (retailers and distributors).

     Robert L. Smialek: (i) substantial operating and management experience in manufacturing businesses and in application of technology to business; (ii) substantial experience in financial matters and investments; and (iii) substantial experience involving acquisitions and strategic alliances.

     At General Cable, the Board of Directors has adopted a leadership structure, which consists of a nonexecutive chairman appointed annually separate from the chief executive officer. There are three committees of the Board and each Board member sits on every committee, which leads to a well informed Board. The current Board Chairman is John E. Welsh, III and the President and Chief Executive Officer is Gregory Kenny. The duties of the Chairman are set out in the Guidelines and in the Company’s Amended and Restated Bylaws and include: (i) presiding at meetings of Stockholders and the Board of Directors; (ii) leading the Board in deliberations at and around meetings, including nonexecutive sessions; (iii) appointing committee chairs for Board Committees; (iv) acting as a liaison between the Directors and the President; and (v) providing strategic guidance and counsel relating to General Cable’s business and management and personnel development. This structure has been in place since 2001 when Gregory Kenny was elected President and Chief Executive Officer. General Cable believes that its leadership structure contributes to a more independent Board in the long-term due to the Chairman’s role; allows the Chief Executive more time to concentrate on significant business issues while providing the opportunity for relevant and timely input and feedback from the Chairman and other Directors on important issues; and leads to more productive internal board dynamics between and among Directors and Committees. General Cable believes its leadership structure is well suited to the Company’s wire and cable business with its extended business cycles.

     The Board’s leadership structure enables Directors to discharge their oversight functions, one of which as set out in the Guidelines is the assessment of risks affecting General Cable and its businesses. The oversight of risk affecting the Company from major to minor and emerging risks is carried out by the Board of Directors as a whole within the existing leadership structure. Important elements in the assessment of risk include reports to the Board and its Committees from the three operating regions on a regular basis, the output and actions of the Audit Committee as well as reports to the Board from the chief executive and the functional managers who deal with various specific elements of risk such as the global

insurance program. By using a broad approach, the Board believes that it is able to discharge its oversight role and address the major, minor and emerging risks facing General Cable businesses in the long-term. General Cable believes that its current leadership structure supports the Board’s oversight role.

     The Board of Directors recommends that stockholders vote FOR the election of the nominee for Director.

BENEFICIAL OWNERSHIP OF SHARES BY MANAGEMENT

     The following Table sets forth information, as of March 1, 2010, concerning the beneficial ownership of General Cable’s common stock by: (i) each Director and Director nominee of General Cable; (ii) each executive officer of General Cable named in the Summary Compensation Table; and (iii) all Directors and executive officers of General Cable as a group. This information is based on data furnished by the named persons. The beneficial owners of common stock listed below have sole investment and voting power with respect to these shares, except as otherwise indicated.

Share Ownership Table

		Amount and Nature of
		Beneficial Ownership(1)
Name of Beneficial Owner		Number				Percent of Class (2)
Gregory B. Kenny, Officer and Director			696,672	(3)			1.33	%
Gregory J. Lampert, Officer			85,758	(4)			*
Gregory E. Lawton, Director			29,911	(5)			*
Craig P. Omtvedt, Director			19,228	(6)			*
Brian J. Robinson, Officer			83,809	(7)			*
Mathias Sandoval, Officer			162,483	(8)			*
Robert J. Siverd, Officer			292,513	(9)			*
Robert L. Smialek, Director			45,828	(10)			*
John E. Welsh, III, Nominee for Director			142,615	(11)			*
All Directors and executive officers as a group			1,558,817				2.95	%

SIGNIFICANT STOCKHOLDERS

     The following Table sets forth information about each person known to General Cable to be the beneficial owner of more than 5% of General Cable’s common stock. General Cable obtained this information from its records and statements filed with the SEC under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 and received by General Cable through the Record Date.

Name and Business Address		Amount and Nature of Beneficial Ownership(1)
of Beneficial Owner		Number				Percent of Class(2)
BlackRock, Inc.			5,266,771	(3)			10.06	%
40 East 52nd Street New York, NY 10022
OppenheimerFunds, Inc.			5,703,990	(4)			10.93	%
Two World Financial Center 225 Liberty Street New York, NY 10281

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview of our Compensation Philosophy

     At General Cable, we have compensation programs that address our Company Human Resource needs and reflect our corporate culture, which includes our values and the way we operate our business. Our compensation philosophy is based on several guiding principles set forth below.

	•		We seek to attract and retain talent by paying for performance and structuring dynamic positions with long-term opportunity for the very talented.
	•		We provide executives opportunities to earn above-market incentive payments based on above-market performance.
	•		We strive to align the earnings prospects and interests of executives and managers with those of our stockholders.
	•		We have policies which require executives to hold meaningful amounts of General Cable equity.
	•		We seek to retain and motivate a talented management team to continually maximize stockholder value.

Components of Our Total Compensation

     In line with this philosophy, General Cable provides compensation programs with both fixed and variable components. Fixed compensation, which consists of base salary and benefits, is designed to attract and retain executive talent. Variable compensation depends in part upon both the Company’s and the individual’s performance thus aligning the executive’s interests with those of our stockholders. Individual compensation and the mix of base salary, annual cash bonus opportunity and long-term incentive opportunities vary depending on the executive’s level of responsibilities, potential, performance and tenure with the Company. However, the at-risk portion of total compensation generally increases as an executive’s level of responsibilities increases. The main elements of the Company’s 2009 executive officer compensation programs are outlined in the Table below.

		Compensation
		Element		Purpose
Annual Cash Compensation		Base Salary		Represents pay for an individual’s primary duties and responsibilities. Base salaries are reviewed annually and are established based on scope of responsibility, individual performance, potential and competitiveness versus the relevant external market and the Company’s operating performance.
		Annual Incentives		Provides a performance-based cash incentive opportunity. Rewards achievement of specific financial goals, including consolidated and business team results with adjustments based on individual performance. The amount actually earned will vary relative to the targeted level based on General Cable’s actual results.
Long-Term, Equity-Based Compensation		Restricted Stock		Provides awards under a plan designed to enhance executive stock ownership as well as an incentive for retention and sustaining stockholder value. Value of awards is directly dependent on General Cable share price with market practices as a guide.
		Stock Options		Provides awards under a plan that rewards participants if the value of General Cable’s stock increases.
		Other Equity-based Awards		Provides awards under a plan that rewards participants if the value of General Cable’s stock increases. The Compensation Committee reviews long-term incentive trends and may determine to make other forms of equity-based awards, including awards subject to performance conditions, as authorized under our 2005 Stock Incentive Plan.
Benefits and Retirement (1)		Retirement Benefits and Deferred Compensation		Provide benefits to executives at retirement from the Company. Our core plan is a defined contribution retirement and savings plan, including a 401(k) employee contribution with matching Company contributions (“Retirement Plan”). The Retirement Plan is identical to the plan provided to non-executive employees. Our deferred compensation plan (“DCP”) permits participants to defer salary, incentive bonuses or stock awards until retirement. Within the DCP, we have a non-qualified supplemental or excess retirement plan (“BEP”), which provides benefits in excess of IRS limits under the Retirement Plan.
		Welfare Plans and Other Benefits		Provide for basic health care, life and income security needs, including life, medical, dental, disability and other employee welfare benefits, severance protection, fringe benefits and limited perquisites.

Our Compensation Committee Process

     The Compensation Committee determines General Cable’s compensation philosophy. (The duties and responsibilities of the Compensation Committee are set forth on page 12.) The Committee is also responsible for implementing our compensation philosophy and it approves the elements of our executive officers’ compensation, including the Named Executive Officers identified in the Summary Compensation Table at page 31. The Company believes that to attract and retain qualified management, pay levels (including base salary, incentive compensation, and benefits) should be targeted at no more than the 50th percentile (or median) of pay levels of comparable positions at comparable companies in the market, including a peer group. Actual compensation does vary from these targets based on several factors including individual performance, experience, roles and responsibilities, Company performance and changes in the value of our equity.

     Generally, the Compensation Committee reviews and adjusts target total compensation levels annually at its first meeting of the year. The Committee will have met periodically during the prior year to consider compensation programs and to gain relevant information and context for determining

compensation for executives. The Chief Executive Officer’s overall compensation is set by the Compensation Committee in consultation with the Corporate Governance Committee during executive session based on its assessment of the Chief Executive Officer’s individual performance and the performance of General Cable as well as the financial and operating performance of a comparator group and other relevant market data. Compensation for the other Named Executive Officers is based on recommendations of the Chief Executive Officer and the Senior Vice President Human Resources, ROW Region and the Vice President, Compensation and Benefits (together, “Human Resources Team”) to the Compensation Committee. The Compensation Committee considers these recommendations based on each executive’s individual responsibility, experience and overall performance. The Compensation Committee also considers internal comparisons within the executive group.

     In setting total compensation, the Company applies a consistent approach for all executive officers. None of the executive officers have employment agreements.

Compensation Component Percentile Table (1)

The Table below shows estimated percentiles related to the components of compensation for each Named Executive Officer and describes reasons for variations in a range around the 50^th percentile/market median.

						Annual Incentive				Long Term				Retirement and				Total
Name and Title		Base Salary				Pay (2)				Compensation (3)				Benefits (4)				Compensation
Gregory B. Kenny (5) President and Chief Executive Officer		Under 25					55			Under 25					50			Under 25
Brian J. Robinson (6) Executive Vice President, Chief Financial Officer and Treasurer		Under 25					25			Under 25					50			Under 25
Gregory J. Lampert (7) Executive Vice President, President and Chief Executive Officer, General Cable North America		Under 25					29				33				50			Under 25
Mathias Sandoval Executive Vice President, General Cable Rest of World, President and Chief Executive Officer, Phelps Dodge International Corporation		Under 25					29				41				50				34
Robert J. Siverd Executive Vice President, General Counsel and Secretary			37				50				57				50				52

     Competitive Market Pay Information. To assist the Compensation Committee in discharging its responsibilities, including evaluating the competitiveness of executive compensation levels, the Compensation Committee has retained an independent outside consultant (Compensation Strategies, Inc.). The outside consultant is engaged by and reports directly to the Compensation Committee. Specifically, the consultant’s role is to work with the Compensation Committee through management (principally, the Human Resources Team) to develop information and guidance concerning best practices in the retention and motivation of employees related to all aspects of executive compensation. The consultant is given assignments and direction during the year by the Chairman of the Compensation Committee with input from the Human Resources Team. Reports and information output from these assignments are presented to the Compensation Committee for consideration and appropriate action at Committee meetings.

     At the request of the Compensation Committee Chair, the outside consultant has been providing an analysis of market and peer group data regarding base pay and bonus opportunity targets, the mix and weighting of various forms of compensation, and the competitiveness of current compensation for some or all of the Named Executive Officers. The Committee Chair requested this analysis for all Named Executive Officers in 2007, and it was reviewed by the Committee. In 2008, a similar analysis was provided for the Chief Executive Officer and the Chief Financial Officer at the Chairman’s request. In 2009, the Committee did not request specific analyses for the current Named Executive Officers, but reviewed past survey data and current trend information which are considered relevant. In addition, the consultant, at the Committee Chair’s request, provided a review of long-term incentive award trends in 2007, 2008 and 2009.

     The primary reference points for the determination of pay practices are the compensation levels (base salary, short-term and long-term incentives) for companies with revenues, market capitalization, and rates of return (total stockholder return and return on invested capital) and business activities that are generally consistent with General Cable’s in manufacturing, durable goods and other relevant sectors. The Company believes that pay levels should reflect the complexity and size of our business, our employee headcount and market capitalization and that revenues and rates of return are good surrogates for these factors. In this regard, we rely for general information purposes on compensation data prepared by our Human Resources Team as well as information prepared by the outside consultant for the Compensation Committee, which summarize external market practice. The data are derived from pay surveys available to the Human Resource Team and our outside consultant.

     In addition to broad based data, in 2009, the Committee reviewed survey data from 2008 for the following twenty-two (22) companies:

     Information from this comparator group is used to validate data from other surveys, but it is not the sole benchmark used to set compensation for the executive officers. It is a frame of reference for decision making. Target total compensation of executive officers of General Cable, including the Chief Executive Officer, is determined after reviewing the executive’s performance, long-term potential, responsibilities and experience within the context of the market data. In addition to these factors, the Company also considers internal comparisons of pay within the executive group.

     In addition to reviewing broad-based data and information from a comparator group, the Committee also reviews executive pay tally sheets. The Compensation Committee initiated periodic reviews of executive pay tally sheets in 2005 and has continued to make periodic reviews, including a tally sheet review in February 2010. The tally sheets contain information showing the executives’ annual pay, both target and actual, and prospective wealth under various performance and employment assumptions. Data from the tally sheets are considered as a guide by the Compensation Committee when establishing pay levels and opportunities.

     Base Salary. Base salaries are an important element of compensation and provide executives with a base level of income. In determining base pay, the Committee considers the executive’s responsibilities and potential, individual performance against predetermined objectives, base salary competitiveness as compared to the external market, and General Cable’s operating performance. In reviewing 2008 performance in early 2009, the Committee, in view of the current economic situation, determined to make no salary adjustments even though executive performance, Company performance and the results of the external market review would have supported salary increases. The Committee made this determination because it believed that salary increases for Named Executive Officers were not appropriate in the context of a global economic recession that has impacted General Cable’s business. In reviewing 2009 performance in early 2010, the Committee made the same determination and no salary adjustments were authorized.

     Annual Incentives. Annual cash bonuses under the General Cable Annual Incentive Plan (“AIP”) are intended to reward individual performance during the year, and therefore, can be highly variable from year to year. They are determined by the Compensation Committee on a fully discretionary basis; cash incentives are not an entitlement. At the outset of the year, the Committee approves a target incentive award for each executive officer and Company performance targets for the year. At this time, individual performance objectives also are set for each of the executive officers with the input of the CEO. At the end of the fiscal year, the Committee measures actual performance against the predetermined Company performance targets and reviews individual performance to determine if adjustments for individual performance are appropriate.

     Award levels at target under the AIP (that is, at 100% percent of the amount of an individual’s target percentage of base salary) generally reflect the median of the competitive market (including the comparator group of companies listed earlier) with the opportunity to earn more or less depending on actual financial performance of the Company and individual performance. Target AIP levels for the

Chief Executive Officer and the Named Executive Officers in 2009 were as follows: 110% for Mr. Kenny (CEO), and 65% for the other Named Executive Officers.

     For calendar 2009, each of the Named Executive Officers under the AIP had an opportunity to earn cash rewards based on attainment of earnings per share goals and other previously established individual performance goals. The earnings per share (EPS in the Table) and return on capital employed (ROCE in the Table) goals are measured generally under U.S. GAAP exclusive of extraordinary gains and losses. The 2009 target level was set at a level which took into account the severe recessionary conditions the Company would experience in 2009 as compared to 2008. The AIP had a cap in 2009 of 200% of target as a maximum award level for executive officers. The 2009 AIP performance targets and payouts are set forth in the following table.

2009 AIP Performance Targets and Payouts
						% Of
		Actual Level/% of Goal Achieved				Target
Performance Level		EPS (70% weighting)		ROCE (30% weighting)		Payout
Maximum		$3.78/135%		25.1%/135%			200	%
Excellent		$3.50/125%		23.3%/125%			150	%
Target		$2.80/100%		18.6%/100%			100	%
Fair		$  2.10/75%		14.0%/75%			50	%
Threshold		$  1.00/36%		11.0%/59%			25	%
< Threshold		<$1.00/36%		< 11.0%/59%			0	%

     In measuring performance, the Committee exercises its judgment whether to reflect or exclude the impact of certain items, such as changes in accounting principles and extraordinary, unusual or infrequently occurring events. For 2009, the Committee determined that corporate performance resulted in EPS of $1.89 and ROCE of 11.4%, which resulted in a payout of 40% of Target, subject to adjustments for individual performance.

     Performance goals for the Named Executive Officers considered by Committee include both quantitative goals and certain individual performance factors. The quantitative goals for the Named Executive Officers are described in the chart below.

Quantitative Performance Factors

Named Executive Officer and Title		Performance Criterion		Performance Target
Gregory B. Kenny President and Chief Executive Officer		Earnings per share		$2.80
		Return on invested capital		over 11.4%
		Return on capital employed		over 18.6%
		Leverage Ratio (Debt to EBITDA)		less than 2.9% gross leverage; less than 1.9% net leverage

Named Executive Officer and Title		Performance Criterion		Performance Target
Brian J. Robinson Executive Vice President, Chief Financial Officer and Treasurer		Earnings per share		$2.80
		Return on invested capital		over 11.4%
		Return on capital employed		over 18.6%
		Leverage Ratio (Debt to EBITDA)		less than 2.9% gross leverage; less than 1.9% net leverage
Gregory J. Lampert Executive Vice President, President and Chief Executive Officer, General Cable North America (1)		Operating income		over $102 million
		Return on capital employed		over 17.2%
Mathias Sandoval Executive Vice President, General Cable Rest of World, President and Chief Executive Officer, Phelps Dodge International Corporation (2)		Operating income		Over $127 million
		Return on capital employed		over 18.5%
Robert J. Siverd Executive Vice President, General Counsel and Corporate Secretary		Earnings per Share		$2.80
		Return on capital employed		Over 11.4%

Individual Performance Factors

     For 2009, the Committee took into account the following individual performance factors in evaluating AIP awards for the Named Executive Officers:

AIP Individual Performance Factors(1)
Name and Title		Relevant Individual Performance Factors
Gregory B. Kenny President and Chief Executive Officer		Performance against earnings and return on capital targets, improvement in corporate safety performance, rate of business growth and innovation, and improvements in cost reduction programs and talent development
Brian J. Robinson Executive Vice President, Chief Financial Officer and Treasurer		Performance against earnings and return on capital targets, improvement in corporate business growth, strengthening of global technology development
Gregory J. Lampert Executive Vice President, President and Chief Executive Officer, General Cable North America		Performance of regional business against earnings and return on capital targets, improvement in business performance, achievement of cost reductions and enhancing talent development

Name and Title		Relevant Individual Performance Factors
Mathias Sandoval Executive Vice President, General Cable Rest of World, President and Chief Executive Officer, Phelps Dodge International Corporation		Performance against operating earnings and cash flow targets, improvement in safety and operational performance within the region, increasing business growth in emerging markets and achievement of cost reductions
Robert J. Siverd Executive Vice President, General Counsel and Secretary		Management of global legal function including completion of acquisition and joint venture projects, improvements in intellectual property development, level of success in managing litigation, and training and development of Company managers

     In addition, the Compensation Committee and the Board of Directors have the authority to award cash bonuses in addition to AIP awards, if in their judgment, there has been exceptional performance by an executive officer which has contributed to operating results and overall business performance of the Company in a calendar year. The Compensation Committee and the Board of Directors believe that the potential for such awards will help to motivate and retain more talented executive officers. For 2009, the Compensation Committee determined to make the following awards:

	•		Additional award of approximately $61,000 for Mr. Kenny based on the level of global business performance achieved in an adverse business environment.
	•		Additional awards of approximately $40,000 each for Messrs. Lampert and Sandoval based on their very significant contributions to global company results and implementation of best practices across operating regions in an adverse business environment.
	•		Additional award of approximately $50,000 for Mr. Robinson for superior performance during 2009, based upon the level of global financial and business performance achieved in an adverse business environment.

     The target and discretionary awards made to each of the Named Executive Officers under the AIP are set forth in the Summary Compensation Table on page 31.

     Long-Term Equity Incentives. Long-term incentive awards are granted to General Cable executives under the 2005 Stock Incentive Plan approved by stockholders in 2005 (“2005 Stock Incentive Plan”). Long-term incentive expected values for total incentive awards are based on a review of current market practices provided by General Cable’s Human Resources Team and the outside consultant to the Compensation Committee. The actual grant for each executive is determined by the Committee taking into consideration individual performance, and to a lesser extent Company performance, within the context of market practices.

     The individual performance factors taken into account for purposes of making long-term equity incentive awards are generally the same as those outlined in the AIP Individual Performance Factors Table set forth at pages 25-26 of this proxy statement. Company performance metrics such as earnings per share and return on capital are taken into account to a lesser extent as they are reflected in individual performance factors in considering long-term incentive awards.

     Grants of stock options and restricted stock and other stock awards for executive officers generally have been made on an annual basis on the date of the first meeting of the Compensation Committee; this date is set in advance in the prior year. Awards also may be granted at the time of a special event, such as upon employment or a significant promotion. Option exercise prices and share awards of restricted stock are generally computed based on the fair market value of our common stock on the date of grant. Based on the timing of the previously scheduled Committee meeting and the Company’s earnings release, the Committee in its discretion may approve awards but delay the effectiveness of these awards until after the date of the earnings release to ensure that the award values reflect all material information about the Company.

     General Cable’s annual long-term incentive opportunity in 2009 was provided through both stock options and restricted stock awards. Executive officer awards were structured to provide 75% of the expected value in the form of stock options and 25% of the expected value in the form of restricted stock. In February 2009, Messrs. Kenny, Robinson and Siverd received non-qualified stock option grants and awards of restricted stock for 2008 performance. The stock option grants have the following characteristics:

•

An exercise price equal to the market value of General Cable stock on the date of grant;

•

A three-year vesting period; and

•

A term of ten years from the date of grant.

The grants of restricted stock vest five years from the date of grant. The grant date fair value of these stock option grants and restricted stock awards (under FASB ASC TOPIC 718) is shown in the Summary Compensation Table and Grants of Plan-Based Awards during Fiscal 2009 Table.

     As discussed above, awards may be granted at the time of a special event, such as upon employment or a significant promotion. Messrs. Lampert and Sandoval received such awards in October 2007 upon their promotions to executive vice president positions. Because of the timing of these awards, the Committee did not approve additional long-term incentive awards for these executives in February 2008 for 2007 performance.

     Awards for services in 2009 — made in February 2010 — also were structured to provide 75% of the expected value in the form of stock options and 25% of the expected value in the form of restricted stock for the executive officers. This mix is consistent with previous year’s awards made in February 2009 for 2008 performance.

Total 2009 Compensation for the Named Executive Officers

     Total compensation paid to each of the Executive Officers in 2009 is set forth in the Summary Compensation Table as called for by SEC disclosure rules. However, for purposes of our compensation philosophy and process, we define total direct compensation for a Named Executive Officer to mean the sum of salary paid and AIP-related bonus earned in the year plus the value of long-term incentive awards made by the Compensation Committee following the end of the year. This reflects the Committee’s long-standing practice and view that incentive awards should be made after the close of a calendar year. For the Committee’s processes, total direct compensation in 2009 included the value of salary and AIP-related bonus, which is set forth in the Summary Compensation Table, plus the value of long-term incentive awards made by the Compensation Committee in February 2009. (See notes 2 and 3 beginning at page 31 for grant date fair value of these long-term incentive awards made in 2010 for 2009 performance.)

Accounting and Tax Considerations

     The Committee takes into account the estimated accounting (pro forma expense) and the tax impact of all material changes to the executive compensation program and discusses such matters periodically during the year. Generally, an accounting expense is accrued over the relevant service period for the particular pay element (generally equal to the performance period) and the Company realizes a tax deduction upon the payment to the executive. The Compensation Committee has been advised that, based on current interpretations, stock options awarded under the Stock Incentive Plan should satisfy the requirements for performance-based compensation under Code Section 162(m). We are seeking shareholder approval of these performance goals under the 2005 Stock Incentive Plan at the Annual Meeting. (See Proposal 3) The Committee has also been advised that restricted stock awards which vest based on continued employment with the Company, do not qualify as performance-based compensation, and so may not be tax deductible under Code Section 162(m). In general, the policy of the Company and the Committee is to optimize the tax deductibility of executive compensation so long as deductibility is consistent with more important objectives of retaining executives and maintaining competitive, motivational performance-based compensation that is aligned with stockholder interests.

Retirement Plans and Other Company Benefits

     The Chief Executive Officer and other Named Executive Officers participate in the full range and scope of retirement and welfare and other plans as all other employees of General Cable, except as noted below. General Cable in this area as in other aspects of its compensation programs targets these types of benefits to be competitive with the median of the relevant market it has identified.

     Retirement Benefits. General Cable and subsidiaries sponsor Retirement and Savings Plans (“Retirement Plans”) for salaried and hourly employees in the United States. The Plans are tax-qualified, defined contribution plans under which fixed contributions are made for the account of each participating employee each year. For salaried employees, under the retirement component, a contribution of 4% of eligible compensation is made, and under the savings or 401(k) component, a matching contribution is made in the amount of 2% of eligible compensation so long as the employee has contributed at least 4% of compensation through our payroll deduction program. The federal statutory limit for eligible compensation in 2009 was $245,000. These contribution and matching percentages are intended to reflect competitive market terms and conditions for plans of this type. Participating employees may direct the investment of Company and individual contributions into one or more of the investment options offered by the Retirement Plans.

     General Cable and subsidiaries also maintain a deferred compensation plan (“DCP”), which permits deferral of salary, incentive bonuses, and stock awards by participants, including the Named Executive Officers. The Company offers the DCP because it allows us to have a more competitive benefit program. In 2007, we combined this plan with the Benefit Equalization Plan (“BEP”) and our former Supplemental Executive Retirement Plan (“SERP”). The BEP is designed to make up benefits on certain wages, which are not eligible for Company matching or retirement contributions because of Internal Revenue Service limits on inclusion of these amounts in our Retirement Plans. The BEP has investment options and vesting requirements similar to the Retirement Plan. The SERP was adopted in 2000 in which a limited number of key managers, including certain Named Executive Officers, participated. Benefit accruals under the SERP were frozen and converted to an account balance plan subject to vesting in 2007 to better align our total retirement related benefits with the objectives of these plans and their costs. The value of accounts of the eligible Named Executive Officers from the SERP is included in the DCP and is also shown in the Summary Compensation Table under “Other Compensation” for 2007. Participants may receive their vested benefits under the Retirement Plans and the DCP on termination or retirement from General Cable.

     Mr. Kenny and Mr. Siverd are participants in the Retirement Income Guarantee Plan (“RIGP”) established by General Cable’s predecessor. RIGP benefits are funded under the General Cable Master Pension Plan, a qualified defined benefit plan. Benefit accruals under the RIGP were frozen in 1993. Under the RIGP, a target benefit is calculated using pay and service through 1993 and adjusted for certain defined contribution account balances. In prior years, these defined contribution accounts provided projected balances in excess of the target benefit for Mr. Kenny and Mr. Siverd. Therefore, the Company estimated no RIGP benefits for Mr. Kenny and Mr. Siverd, the only executive officers eligible for this benefit. Because of declines in the value of the offset accounts in 2008, Mr. Kenny and Mr. Siverd were projected to be entitled to a benefit from the RIGP upon reaching their normal retirement date, approximately $75,000 and $115,000 respectively. Because of investment performance in the value of the offset accounts in 2009, Mr. Kenny is no longer projected to receive a benefit and the present value of the normal retirement benefit for Mr. Siverd has been reduced. The present value of this benefit for Mr. Siverd is approximately $52,400 as shown in the Table below.

Pension Benefits Table(1)

Present Value

Number of Years

of Accumulated

Payments During

Name and Title

Plan Name

Credited Service

Benefits

Last Fiscal Year

Gregory B. Kenny

Retirement Income

11

0

0

President and Chief

Guarantee Plan(1)

Executive Officer

Robert J. Siverd

Retirement Income

10

$

52,400

0

Executive Vice

Guarantee Plan(1)

President, General Counsel and Secretary

     Other Benefits. The Company believes that its employee benefit plans, including retirement plans, deferred compensation, perquisites and welfare plans, are of the type commonly offered by other employers. These benefits form part of our compensation philosophy and we continue to offer them because the Company believes they are necessary in order to attract, motivate and retain talented executives.

Severance and Change-in-Control Arrangements

     None of the executive officers has an employment agreement or a change in control agreement. However, our Named Executive Officers may be eligible for post-employment payments and benefits in certain circumstances upon termination or a change in control of the Company. These post-employment payments and benefits arise under the Executive Officer Severance Benefit Plan, which was adopted in December 2007, and the 2005 Stock Incentive Plan and its predecessor plans. These potential severance benefits are discussed under “Change in Control and Other Post-Employment Payments and Benefits” beginning at page 38.

Stock Ownership Guidelines

     Consistent with its executive compensation philosophy and the principle of aligning executive and stockholder interests, General Cable requires corporate officers to retain minimum ownership levels of the Company’s common stock. For this purpose, we include shares personally owned as well as vested and unvested shares of restricted common stock, but exclude stock options. The following stock ownership guidelines were established by the Board of Directors in 2005.

Executive		Ownership Multiple of Base Salary
Chief Executive Officer		5 times
Chief Financial Officer		3 times
Executive Vice Presidents		3 times

     Shares that are counted for purposes of satisfying ownership requirements are shares directly owned, grants and awards under incentive plans, and shares held in General Cable’s Deferred Compensation Plan. Named Executive Officers must comply with these ownership requirements by the end of a five-year period starting with 2005 for Mr. Kenny and Mr. Siverd as year one. Based on the Company’s stock price at December 31, 2009, all executive officers are in compliance with these guidelines.

     In conclusion, this Compensation and Discussion Analysis (“CD&A”) provides material information about our compensation program as required by SEC rules. Stockholders should also read the following tables and narratives, which are relevant to the CD&A and offer supporting documentation.

Compensation Committee Report

     The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section appearing above with General Cable’s management. Based on this review and these discussions, the Compensation Committee recommended to General Cable’s Board of Directors that the Compensation Discussion and Analysis be included in General Cable’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and in this Proxy Statement.

Robert L. Smialek, Chairman
Gregory E. Lawton
Craig P. Omtvedt
John E. Welsh, III

Summary Compensation Table

																										Change in
																										Pension
																										Value and
																										Non-Qualified				All
																						Non-Equity				Deferred				Other
																						Incentive				Compensa-				Compen-
														Stock				Option				Plan				tion				sation
Name and						Salary				Bonus				Awards				Awards				Compensation				Earnings				($)				Total
Principal Position		Year				($)				($)				($) (1)				($) (2)				($) (3)				($)				(4) (5)				($)
Gregory B. Kenny			2009				856,731				0				646,470				1,758,366				424,000				0				137,431				3,822,998
President and			2008				823,270				0				820,567				1,632,050				843,975				0				172,648				4,292,510
Chief Executive Officer			2007				749,038				0				799,984				717,111				1,423,557				0				3,275,922				6,965,612
Brian J. Robinson			2009				327,115				0				195,900				586,122				131,900				0				47,933				1,288,970
Executive Vice			2008				313,652				0				258,685				513,705				225,000				0				50,712				1,361,754
President, Chief			2007				253,943				0				289,231				80,011				272,354				0				152,679				1,048,218
Financial Officer and Treasurer
Gregory J. Lampert			2009				327,115				0				195,900				586,122				121,900				0				48,825				1,279,862
Executive Vice			2008				315,000				0				0				0				225,000				0				48,355				588,355
President, President and Chief Executive Officer, General Cable North America
Mathias Sandoval			2009				363,462				0				195,900				586,122				131,000				0				59,188				1,335,672
Executive Vice			2008				350,000				0				0				0				355,000				0				70,642				775,642
President, General Cable Rest of World, President and Chief Executive Officer, Phelps Dodge International Corporation
Robert J. Siverd			2009				394,512				0				195,900				586,122				98,774				0				64,992				1,340,300
Executive Vice			2008				376,913				0				203,851				404,680				228,000				0				73,596				1,287,040
President, General			2007				364,064				0				324,352				156,279				360,423				0				1,264,881				2,469,999
Counsel and Secretary

		Contributions to the				Fixed payment
		Retirement and				Perquisites (without
		Savings and Excess				gross-up under
Named Executive Officer		Benefit Plans ($)				Company Policy) ($)
Mr. Kenny			100,139				35,000
Mr. Robinson			32,400				15,000
Mr. Lampert			33,127				15,000
Mr. Sandoval			43,108				15,000
Mr. Siverd			36,474				25,000

Grants of Plan-Based Awards During Fiscal Year 2009 Table

This Table shows information on grants of plan-based awards during 2009.

																																						All Other								Grant
																																						Option								Date
																																		All Other				Awards:								Fair
										Estimated Future Payouts																								Stock				Number				Exercise				Value
										Under Non-Equity												Estimated Future Payouts												Awards:				of				or Base				of
										Incentive												Under Equity Incentive												Number				Securities				Price of				Stock
										Plan Awards												Plan Awards												of Shares				Under-				Option				and
										Thresh-								Maxi-				Thresh-								Maxi-				of Stock				lying				Awards				Option
		Grant				Committee Action				old				Target				mum				old				Target				mum				or Units				Options				($/Sh)				Awards
Name		Date				Date (1)				($)				($)				($)				(#)				(#)				(#)				(#)(2)				(#)(3)				(3)				($) (4)
G. B. Kenny			2/11/09				2/5/09				0				0				0				0				0				0								180,000				19.59				1,758,366
			2/11/09				2/5/09																												33,000												646,470
B. J. Robinson			2/11/09				2/5/09				0				0				0				0				0				0								60,000				19.59				586,122
			2/11/09				2/5/09																												10,000												195,900
G. J. Lampert			2/11/09				2/5/09				0				0				0				0				0				0								60,000				19.59				586,122
			2/11/09				2/5/09				0				0				0				0				0				0				10,000												195,900
M. Sandoval			2/11/09				2/5/09				0				0				0				0				0				0								60,000				19.59				586,122
			2/11/09				2/5/09																												10,000												195,900
R. J. Siverd			2/11/09				2/5/09				0				0				0				0				0				0								60,000				19.59				586,122
			2/11/09				2/5/09																												10,000												195,900

Narrative Disclosure For Summary Compensation Table and Grants of Plan-Based Awards Table

     We have no employment agreements with the Named Executive Officers to provide for specific base salary, bonus and benefits. Certain aspects of the compensation and equity awards reported in these tables are subject to terms and conditions set forth in policies and plans as follows:

Form of Compensation		Subject to		For Additional Information
Cash Incentives		Annual Incentive Plan		See discussion at pages 23-24.
Equity Awards		2005 Stock Incentive Plan		See discussion below and at pages 26-27.
Other Compensation — Company Contributions in Retirement Accounts		General Cable Retirement and Savings Plan		See discussion at page 28.
		General Cable Deferred Compensation Plan		See discussion at pages 28-29.

     The foregoing policies and plans are generally available to other executives at General Cable.

Information Relating to Stock and Option Awards

     The grants of General Cable Restricted Stock shown in the Grants of Plan-Based Awards During Fiscal Year 2009 Table vest 100% on the fifth anniversary of the grant date. Restricted stock awards are eligible for dividends to the extent paid by the Company. The Company does not currently pay a dividend to its common stockholders. Under the 2005 Stock Incentive Plan, participants including executive officers are permitted to defer awards under the General Cable Corporation Deferred Compensation Plan, which is described at page 28. Stock options on common stock granted to executive officers shown in the Table generally vest ratably three years from the date of grant and cannot be deferred. Both restricted stock and stock option vesting would be accelerated in case of a change in control as defined under the 2005 Stock Incentive Plan. See “Change in Control and Other Post-Employment Payments and Benefits” at page 38.

Salary and Bonus Proportion of Compensation

     For the Named Executive Officers, salary and AIP incentive compensation represent 34% of total compensation for Mr. Kenny; 36% for Mr. Robinson; 35% for Mr. Lampert; 37% for Mr. Sandoval; and 37% for Mr. Siverd.

Outstanding Equity Awards at December 31, 2009

     This Table shows outstanding equity awards to the executive officers as of the end of fiscal year 2009. All awards are in common stock of General Cable.

OPTION AWARDS																						STOCK AWARDS
																																		Equity
																														Equity				Incentive
																														Incentive				Plan
																														Plan				Awards:
										Equity																				Awards:				Market or
										Incentive																				Number				Payout
										Plan																Market				of				Value of
										Awards:												Number				Value of				Unearned				Unearned
		Number				Number				Number												of Shares				Shares or				Shares,				Shares,
		of				of				of												or Units				Units of				Units or				Units or
		Securities				Securities				Securities												of Stock				Stock				Other				Other
		Underlying				Underlying				Underlying												That Have				That Have				Rights				Rights
		Unexercised				Unexercised				Unexercised				Option								Not				Not				That Have				That Have
		Options				Options				Unearned				Exercise				Option				Vested				Vested				Not				Not
		(#)				(#)				Options				Price				Expiration				(#)				($)				Vested				Vested
Name		Exercisable (1)				Unexercisable				(#)				($)				Date				(2)				(3)				(#)				($)
G. B. Kenny			43,331				0				0				11.94				1/26/2015				17,211				506,348				0				0
			28,896				0								22.97				2/7/2016				20,310				597,520
			0				28,725								50.68				2/14/2017				9,471				278,637
			22,854				45,706								64.51				2/13/2018				12,720				374,222
			0				180,000								19.59				2/11/2019				33,000				970,860
B. J. Robinson			4,519				0				0				11.99				4/6/2015				1,794				52,779				0				0
			2,410				0								22.97				2/7/2016				1,694				49,837
			0				3,205								50.68				2/14/2017				3,425				100,763
			7,194				14,386								64.51				2/13/2018				4,010				117,974
			0				60,000								19.59				2/11/2019				10,000				294,200
G. J. Lampert			4,984				0				0				11.99				4/6/2015				1,979				58,222				0				0
			3,480				0								22.97				2/7/2016				2,446				71,961
			0				3,016								50.68				2/14/2017				3,954				116,327
			13,523				6,761								69.29				11/5/2017				14,432				424,589
			0				60,000								19.59				2/11/2019				10,000				294,200
M. Sandoval			40,568				20,284				0				69.29				11/5/2007				43,296				1,273,768				0				0
			0				60,000								19.59				2/11/2019				10,000				244,200
R. J. Siverd			40,000				0				0				13.4				1/29/2012				4,212				123,917				0				0
			21,000				0								4				1/28/2013				5,474				161,045
			10,604				0								11.94				1/26/2015				3,840				112,973
			7,788				0								22.97				2/7/2016				3,160				92,967
			0				6,260								50.68				2/14/2017				10,000				294,200
			5,667				11,333								64.51				2/13/2018
			0				60,000								19.59				2/11/2019

Grant

Unvested

Name

Date

Shares

Vesting Schedule

Gregory B. Kenny

1/26/2005

17,211

17,211 shares vest on 1/26/2010

2/7/2006

20,310

10,155 shares vest on 2/7/2010 and 10,155 shares vest on 2/7/2011

2/14/2007

9,471

3,157 shares vest on 2/14/2010 and then on each anniversary to 2/14/2012

2/13/2008

12,720

12,720 shares vest on 2/13/2013

2/11/2009

33,000

33,000 shares vest on 2/11/2014

Brian J. Robinson

4/6/2005

1,794

1,794 shares vest on 4/6/2010

2/7/2006

1,694

847 shares vest on 2/7/2010 and 847 shares vest on 2/7/2011

2/14/2007

3,425

1,142 shares vest on 2/14/2010, 1,141 shares vest on 2/14/2011, and 1,142 shares vest on 2/14/2012

2/13/2008

4,010

4,010 shares vest on 2/13/2013

2/11/2009

10,000

10,000 shares vest on 2/11/2014

Gregory J. Lampert

4/6/2005

1,979

1,979 shares vest on 4/6/2010

2/7/2006

2,446

1,223 shares vest on 2/7/2010 and 1,223 shares vest on 2/7/2011

2/14/2007

3,954

1,318 shares vest on 2/14/2010 and then on each anniversary to 2/14/2012

11/5/2007

14,432

14,432 shares vest on 11/5/2012

2/11/2009

10,000

10,000 shares vest on 2/11/2014

Mathias Sandoval

11/5/2007

43,296

43,296 shares vest on 11/5/2012

2/11/2009

10,000

10,000 shares vest on 2/11/2014

Robert J. Siverd

1/26/2005

4,212

4,212 shares vest 1/26/2010

2/7/2006

5,474

2,737 shares vest on 2/7/2010 and 2,737 shares vest on 2/7/2011

2/14/2007

3,840

1,280 shares vest on 2/14/2010 and then on each anniversary to 2/14/2012

2/13/2008

3,160

3,160 shares vest on 2/13/2013

2/11/2009

10,000

10,000 shares vest on 2/11/2014

Option Exercises and Stock Vested During Fiscal Year 2009

     The following Table provides information on exercises of stock options and restricted stock vesting in 2009 by the Named Executive Officers.

		OPTION AWARDS								STOCK AWARDS
		Number of Shares				Value Realized on				Number of Shares
		Acquired on Exercise				Exercise				Acquired on Vesting				Value Realized on Vesting
Name		(#)				($)				(#)				($)(1)
G. B. Kenny			48,000				1,708,690				30,522				540,975
B. J. Robinson			0				0				3,742				78,625
G. J. Lampert			0				0				4,520				493,494
M. Sandoval			0				0				0				0
R. J. Siverd			0				0				8,229				146,746

Non-Qualified Deferred Compensation Table

     The following Table provides information on benefits under the Company’s Non-Qualified Executive Deferred Compensation Plan.

						Executive				Registrant				Aggregate				Aggregate				Aggregate
						Contributions				Contributions				Earnings in				Withdrawals/				Balance at
		Plan				in Last FY				in Last FY				Last FY				Distributions				Last FYE
Name		Name				($)(1)				($)(1)				($)				($)				($) (2)
G. B. Kenny		DCP					0				85,439				5,928,993				0				17,604,350
B. J. Robinson		DCP					0				17,700				86,439				0				251,307
G. J. Lampert		DCP					0				18,427				5,668				0				150,340
M. Sandoval		DCP					0				28,408				17,109				0				88,373
R. J. Siverd		DCP					0				21,774				1,165,961				0				3,463,656

Narrative Disclosure to Non-Qualified Deferred Compensation Plan Table

     The data shown in the Table relate to General Cable’s Non-Qualified Executive Deferred Compensation Plan adopted in 1996 (“DCP”). The DCP includes account balances for the BEP and the former SERP.

     The DCP permits key executives and Company Directors to elect to defer salary or Director fees into the DCP on an annual basis before the beginning of each plan year and to elect to defer bonus payments at least six months before the end of each year. With regard to salary and bonuses, employee participants are permitted to defer up to 100% of net pay after certain mandatory payroll taxes and preauthorized distributions are deducted. The DCP also permits employee participants and requires outside Directors to defer any stock based awards under the 2005 Stock Incentive Plan (and predecessor plans). Deferrals must be made either until retirement or termination of employment. Cash deferred may be invested in any of the investment vehicles provided under the DCP. Shares of stock representing Director fees or employee stock awards may not be reinvested into other vehicles, but must remain in the DCP as whole shares and will be distributed as such in accord with distribution elections made by each participant. The DCP assets are held in a “rabbi trust,” and as such, are subject to the claims of general creditors of the Company. Operation of the plan and distributions are also subject to Section 409A of the Internal Revenue Code, which imposes procedural restrictions on the DCP and on any future changes in distribution elections.

     The BEP provides excess benefits that make up benefits on certain wages that are not eligible for contribution under federal IRS limitations relating to our Retirement Plans. Under the BEP component of the DCP, the Company makes discretionary Company matching and Company retirement contributions similar to the matching and retirement contributions made under the Company’s retirement and savings plan. BEP contributions are made annually by the employer.

     In 2007, the SERP was converted to an account balance plan and benefits were frozen. The account balance for each SERP participant was contributed to the DCP by the employer at the time of the conversion and is reflected in the aggregate balance for the Named Executive Officers.

     Additional information on the DCP and the BEP is provided on page 28.

Director Compensation Table

																		Change in
																		Pension Value
														Non-Equity				and Non-
		Fees												Incentive				Qualified
		Earned												Plan				Deferred				All Other
		or Paid				Stock				Option				Compen-				Compensation				Compen-
		in Cash				Awards				Awards				sation				Earnings				sation				Total
Name		($)				($) (1)				($) (1)				($)				($) (2)				($)				($)
Gregory E. Lawton			91,000				107,745				0				0				402,469				0				601,214
Craig P. Omtvedt			95,000				107,745				0				0				82,892				0				285,637
Robert L. Smialek			91,000				107,745				0				0				344,423				0				543,168
John E. Welsh, III			170,000				215,490				0				0				1,010,139				0				1,395,625

Narrative Disclosure to Director Compensation Table

     General Cable compensates only the Directors who are not officers or employees of General Cable. Director compensation in 2009 included the following components:

•

An annual retainer of $85,000, which may be deferred into the Company’s DCP.

•

An additional annual retainer for the Chairman of $85,000, which may be deferred into the Company’s DCP.

•

Cash retainers for service as a Committee Chair as follows:

		Annual Retainer
Position		($)
Chair of Audit Committee			10,000
Chair of Compensation Committee			6,000
Chair of Corporate Governance Committee			6,000

•

An annual award of common stock units in the amount of $150,000 in unit value for the Chairman and $75,000 in unit value for the other Directors. These unit awards will vest at the end of three years and Directors will be entitled to receive in settlement one share of common stock for each unit granted. These unit awards may be deferred into the Company’s DCP.

     Outside Directors are reimbursed for related out-of-pocket expenses for attendance at Board and Committee meetings. In order to be eligible to receive the retainer, a Director must have attended at least 75% of the Board meetings in the prior year, unless attendance was excused by the Chairman.

     Effective January 1, 2010, the Director compensation program was modified. The amount of the common stock unit award was increased from $75,000 to $100,000 in value for each Director so that the total unit value would be $175,000 for the Chairman and $100,000 for each of the other independent Directors.

     General Cable Directors are covered by Share Ownership Guidelines adopted by the Board of Directors on March 28, 2005. Under the approved Share Ownership Guidelines, Directors are required to obtain ownership of shares of common stock equal to three times the amount of the annual cash retainer paid to non-employee Directors for their service as Directors within five years from adoption or from their date of appointment. All non-employee Directors met these Guidelines at year-end 2009.

Change in Control and Other Post-Employment Payments and Benefits

     The Named Executive Officers may be eligible for post-employment payments and benefits in certain circumstances upon termination or a change in control of the Company. These post-employment payments and benefits arise under the Executive Officer Severance Benefit Plan for U.S.-based executive officers. This plan was adopted in December 2007. Additionally, all participants, including the Named Executive Officers, are entitled to certain payments and benefits upon termination or change in control as specified in the 2005 Stock Incentive Plan and its predecessor plans. The following information describes the payments or benefits that would be available under these plans.

General Cable Executive Severance Benefit Plan

     The Executive Officer Severance Benefit Plan (the “Severance Plan”) was adopted in December 2007 and applies to the U.S.-based executive officers, provided that they are full-time employees. The Severance Plan provides for severance benefits in case of involuntary termination of employment and in case of termination of employment by the employer or termination by the employee for good reason resulting from a change in control as we define these terms in the Severance Plan. The Severance Plan may be amended or terminated at any time with the approval of the Compensation Committee of General Cable’s Board of Directors. However, any amendment or termination requires consent of a majority of the eligible employees at that time. The potential severance benefits upon these termination events are discussed below.

     Involuntary Termination without Change in Control. A Named Executive Officer may be entitled to severance and benefits in the event of an involuntary termination of the executive’s employment. An involuntary termination will not include any of the following circumstances:

	•		the executive is offered or agrees to assume another position with the Company or a successor owner of the Company;
	•		the executive receives an offer of reemployment with the Company or a successor owner after the executive’s termination but before the full payment of severance benefits; and
	•		the executive’s termination is due to a voluntary termination or resignation, including retirement, death, disability or the failure to return from a leave of absence.

     If the executive’s involuntary termination qualifies, the severance benefits would be the following:

	•		President: two years of base pay and target level bonus under General Cable’s applicable Annual Incentive Plan, a bonus for the year of termination based on relevant performance, continued participation in employer health and life insurance plans or the equivalent premium cost of the employer for two years, and limited outplacement assistance; and
	•		Other Named Executive Officers: one and one-half years of base pay and target level bonus under General Cable’s applicable Annual Incentive Plan, a bonus for the year of termination based on relevant performance, continued participation in employer health and life insurance plans or the equivalent premium cost of the employer for one and one-half years, and limited outplacement assistance.

     Termination in Connection with Change in Control. In the event of an involuntary termination, including a termination for good reason, in connection with a change in control of General Cable, the Severance Plan operates using what is commonly called a “double trigger.” This means that for the executive to receive payments or benefits under the Severance Plan, both a change in control and a triggering event must occur. A change in control is deemed to occur if:

	•		any outside person or other entity beneficially owns more than 50% of all classes of our capital stock that are normally entitled to vote upon the election of our Directors;
	•		we sell all or substantially all of our property or assets;
	•		we consolidate or merge with a third party whereby persons who were our stockholders immediately before the consolidation or merger together own less than 60% of the voting stock of the surviving entity; or
	•		the Directors who served as such on January 1, 2008 (the “incumbent Directors”) no longer constitute a majority of the board of Directors; however, a subsequently elected Director will also be an incumbent Director if that Director’s nomination was supported by at least two-thirds of the then incumbent Directors.

     After a change in control, one of the following events will be considered the second “trigger” that will require us to provide a Named Executive Officer with specified benefits:

•

if we or our successor terminates the executive’s employment without “cause” within 24 months (as to the President) or 18 months (as to other Named Executive Officers) after a change in control. “Cause” is generally defined to mean any of the following with respect to an executive:

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willful or continuous neglect of or refusal to perform duties and responsibilities;

	-		insubordination, dishonesty, fraud, gross neglect or willful malfeasance by the executive in the performance of duties and responsibilities;
	-		conviction or entry into a plea of nolo contendere to any felony; and
	-		serious violation of Company rules or regulations.