CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) is made this 8th day of May , 2014 by and between General Cable Corporation, a corporation organized under the laws of Delaware, with its principal office and address at 4 Tesseneer Drive, Highland Heights, Kentucky, USA 41076, for itself and on behalf of its affiliates (together “General Cable” or the "Company"), and Emmanuel Sabonnadiere, whose principal address is 10, rue Brisemiche, 75004 Paris - France (“Sabonnadiere” or “Consultant”). This Consulting Agreement takes effect on August 1, 2014, provided that the Separation Agreement between General Cable and Sabonnaidiere executed on 8 May , 2014 has become effective in accord with its terms.

WHEREAS, the Company desires to retain Consultant to provide consulting services more fully described herein for and on behalf of the Company and certain of its affiliates; and

WHEREAS, Consultant is willing to perform such consulting services, which may include the utilization of one or more employees, agents or subcontractors of Consultant;

NOW THEREFORE, the parties agree as follows:

1.Services. Beginning on August 1, 2014 (the “Effective Date”) and during the Term of the Agreement, Consultant agrees to provide the services described on Exhibit A, and at the request of the Company subject to the terms and conditions of this Agreement (the “Services”). Other services to be provided by Consultant may be added under this Agreement upon the mutual agreement of the parties.

2.Covenants of Consultant. Consultant hereby covenants and agrees as follows:

(i)    will resign with immediate effect as Chairman of the Board and member of the Board of Company’s Algerian affiliate, Enicab, and as member of the board of directors or governing board on which Consultant serves pursuant to this agreement; and

(ii)    will assign, without any additional compensation, to Company or an affiliate of Company designated by Company, all of Consultant’s right, title and interest to all securities of any company on whose board of directors or governing board Consultant serves pursuant to this Agreement.

3.Independent Consultant. Consultant is performing the Services pursuant to this Agreement as an independent contractor and not as an employee, agent, partner of or joint venturer with Company. Consultant will not have authority to bind or obligate Company in any manner. The sole interest of the Company is to assure that the Services will be provided in a competent, efficient, and satisfactory manner. Consultant will be solely responsible for the payment or withholding of all income taxes, Social Security taxes, unemployment taxes, and any other similar taxes imposed by any jurisdiction or arising from Consultant’s compensation hereunder.

4.Compensation. As compensation in full for Services provided by Consultant during the Term of this Agreement, Company will pay or cause to be paid to Consultant:

Consultant will provide Company with a monthly invoice for expenses incurred and Services rendered in the previous month. The invoice will include a description of the Services provided. Subject to review and approval, payment for Services will be due thirty (30) days from receipt of Consultant’s invoice.

5.Expenses. The Company will reimburse Consultant for certain reasonably incurred business expenses according to the following guidelines:

6.Confidentiality. Consultant agrees (i) to hold as a fiduciary and keep confidential for the benefit of the Company all trade secrets, confidential or proprietary information, knowledge or data disclosed to it or obtained by it heretofore or during the term of this Agreement, which is not generally known to the public or recognized during the term of this Agreement or thereafter (“Confidential Information”), (ii) not to disclose any Confidential Information to any other person, firm or corporation, (iii) to return, upon expiration of the Term or termination as provided for in Section 10, any Confidential Information then its possession or control to the Company and (iv) to require any of Consultant’s employees, agents or subcontractors utilized in providing Services under this Agreement to enter into an agreement agreeing to be bound by all the obligations described in this Section 6. The provisions of this Section 6 will survive the expiration or termination of this Agreement.

7.Compliance with Law. Consultant agrees during the Term of this Agreement to abide by any and all US (federal and state) and foreign laws, regulations or rules applicable to provision of the Services, including the payment of taxes and similar obligations. Consultant further agrees to at all times abide by the Company’s Code of Ethics, including its requirements of confidentiality, and to require any agents or subcontractors utilized in providing Services under this Agreement to enter into an agreement agreeing to be bound by all obligations described in this Section 7.

8.Assignment. Neither Consultant nor Emmanuel Sabonnadiere will assign this Agreement without the prior written consent of the Company and any attempted assignment without such consent will be null and void.

9.Term. The term of this Agreement will be for a period of one (1) year beginning on the Effective Date, unless terminated earlier by either party pursuant to Section 10 of this Agreement. The initial term and any additional renewal terms or periods will be referred to herein as the “Term” of the Agreement. Obligations to pay fees incurred prior

to the date of termination will survive termination. This Agreement may be renewed for future additional periods by mutual agreement of the parties.

10.Termination. This Agreement may be terminated prior to the expiration of the Term only according to the following provisions:

11.Intellectual Property.

respect thereto worldwide, which Consultant, its employees, agents or subcontractors conceive or develop in connection with the Services.

12.Indemnification. Consultant will indemnify, defend and hold Company harmless from and against any and all claims, demands, actions, penalties or liabilities, including reasonable attorneys’ fees that:

The Company will indemnify, defend and hold the Consultant harmless from and against any and all claims, demands, actions, penalties or liabilities, including reasonable attorneys’ fees including:

13.Consultant’s Warranty. Consultant and Company each warrant that its performance of the Services and other obligations under this Agreement will not violate any existing contractual and legal obligations. Consultant and Company each also warrant that it will not have nor enter into a conflict of interest between the interests of the other Party and that of a third party or Consultant as a result of the execution of this Agreement and the performance of the obligations herein.

14. Insurance. The Company will provide or arrange for directors and officers insurance coverage as well as certain other global travel related insurance that cover existing Company employees to Consultant sufficient to cover the scope of the Services related to Consultant’s service on any board of directors of the Company’s affiliates being provided by Consultant under this Agreement. Without limitation of the above, Company will provide travel related insurance, consistent with that provided to existing Company employees, to Consultant for travel to Algeria.

15.Dispute Resolution.

a.    Any dispute or claim arising out of or in connection with or relating to this Agreement or the breach, termination or invalidity hereof, will be referred at the request in writing (“Dispute Notice”) of any Party to binding arbitration by a panel of three (3) arbitrators (the “Arbitration Board”) in accordance with the Rules of American Arbitration Association as may be modified by the provisions of this Clause. Within thirty (30) days after one Party has served a Dispute Notice, the Company will appoint one (1) arbitrator and the Consultant will appoint one (1) arbitrator. The two (2) arbitrators so appointed will appoint a third arbitrator within thirty (30) days of the appointment of the last of the two arbitrators. All arbitration proceedings will be conducted in the English language and the place of arbitration will be Cincinnati, Ohio, United States of America. The arbitrators will decide any such dispute or claim strictly in accordance with the laws of the Commonwealth of Kentucky, United States of America.

b.    The costs and expenses of the arbitration, including, without limitation, the fees of the arbitration and the Arbitration Board, will be borne equally by each Party to the dispute or claim and each Party will pay its own fees, disbursements and other charges of its counsel, except as may be determined by the Arbitration Board. The Arbitration Board will have the power to award interest on any sum awarded pursuant to the arbitration proceedings and such sum will carry interest, if awarded, until the actual payment of such amounts.

c.    Any award made by the Arbitration Board will be final and binding on each of the Parties that were parties to the dispute.

16.General.