GENERAL CABLE CORP /DE/
EXHIBIT 10.65
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<TYPE>EX-10.65
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<FILENAME>l05803aexv10w65.txt
<DESCRIPTION>EXHIBIT 10.65
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                                                                   EXHIBIT 10.65

                            GENERAL CABLE CORPORATION

                 CORPORATE GOVERNANCE PRINCIPLES AND GUIDELINES

         The following principles and guidelines have been approved by the Board
of Directors and, along with the Company's Bylaws and the charters of the Board
committees, provide the framework for governance of General Cable Corporation
and its subsidiaries (the Company).

         1.       ROLE OF BOARD AND MANAGEMENT. General Cable's business is
conducted by its employees, managers and officers under the direction of the
chief executive officer (the CEO) and the oversight of the Board in order to
enhance the long-term value of the Company for its shareholders. The Board of
Directors is elected by the shareholders to oversee management and to enhance
the long-term interests of General Cable's shareholders.

         2.       BOARD FUNCTIONS. The Board of Directors generally has
scheduled meetings each year at which it reviews and discusses reports by
management on the performance of the Company, the Company's condition and
prospects and immediate issues important to the Company. Beyond its general
oversight of management, the Board and its committees perform a number of
specific functions, including: (a) review, approval and monitoring of
fundamental financial and business strategies and major corporate actions; (b)
assessment of major risks facing the Company and review of opportunities to
reduce them; (c) ensuring processes are established to maintain the integrity of
the Company, particularly integrity of the Company's financial statements,
integrity of compliance with our Code of Ethics and the integrity of
relationships with customers and suppliers; (d) selection, evaluation and
compensation of the CEO and oversight of CEO succession planning; and (e)
providing advice and oversight on the selection, evaluation, development and
compensation of senior management.

         3.       DIRECTOR QUALIFICATIONS AND RESPONSIBILITIES. Directors of our
Company 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. Directors also must have an inquisitive
and objective perspective, practical experience and maturity of judgment.
General Cable aims to have a Board representing diverse experience in business,
finance, technology, and other disciplines relevant to General Cable's business
activities.

                  Directors 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.

                                                                    January 2004

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                  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
Company's Board, and other directors should not serve on more than four other
boards of public companies. Current positions in excess of these limits may be
maintained unless the Board determines that doing so would impair the director's
service on the Company's Board.

                  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 70 is an appropriate retirement age for outside directors.
However, the self-evaluation process described below will be an important
determinant of Board tenure.

         4.       INDEPENDENCE OF DIRECTORS. A majority of the directors must be
independent directors under the New York Stock Exchange (the "NYSE") rules and
it is our objective that we remain in compliance with this requirement at all
times. The Board has determined that four out of five current directors are
independent. The Board also believes, however, that directors who do not meet
the NYSE independence standards can make valuable contributions to the Board and
the Company by virtue of their experience and judgment.

                  To be considered independent under the NYSE standards, the
Board must affirmatively determine that a director does not have any material
relationship with the Company. Consistent with NYSE standards, the Board has
adopted the following guidelines to assist in determining director independence:

                  a.       A director will not be independent if, within the
                           preceding three years: (i) the director was employed
                           by the Company or received more than $100,000 per
                           year in direct compensation other than director and
                           committee fees and pension or other forms of deferred
                           compensation for prior service; (ii) an immediate
                           family member of the director was employed by the
                           Company as an executive officer or received more than
                           $100,000 per year in direct compensation other than
                           director and committee fees and pension or other
                           forms of deferred compensation for prior service;
                           (iii) the director was employed by or affiliated with
                           the Company's present or former internal or external
                           auditor; (iv) an immediate family member of the
                           director was employed by the Company's present or
                           former internal or external auditor in a professional
                           capacity; (v) a Company executive officer was on the
                           board of directors of a company which employed the
                           Company director or which employed an immediate
                           family member of the director as an officer; or (vi)
                           the director is an executive officer or employee, or
                           the director's immediate family member is an
                           executive officer, of another company and payments
                           for property or services to or from the Company
                           accounted for the greater of 2% or $1 million of the
                           other company's gross annual revenues;

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                  b.       The following commercial or charitable relationships
                           will not be considered to be material relationships
                           that would impair a director's independence: (i) if a
                           director is an executive officer of another company
                           that does business with the Company and the annual
                           sales to, or purchases from, the Company are less
                           than one percent of the gross annual revenues of the
                           company he or she serves as an executive officer;
                           (ii) if a Company director is an executive officer of
                           another company which is indebted to the Company, or
                           to which the Company is indebted, and the total
                           amount of either company's indebtedness to the other
                           is less than one percent of the total consolidated
                           assets of the company he or she serves as an
                           executive officer; and (iii) if a Company director
                           serves as an officer, director or trustee of a
                           charitable organization, and the Company's
                           discretionary charitable contributions to the
                           organization are less than one percent of that
                           organization's total annual charitable receipts. The
                           Board will review annually all commercial and
                           charitable relationships of directors. The Board will
                           also review whether directors satisfy these
                           categorical independence tests and will make its
                           determination public prior to directors standing for
                           re-election to the Board.

                  c.       For relationships not covered by the guidelines, in
                           subsection (b) above, the determination of whether
                           the relationship is material or not, and therefore
                           whether a director would be independent or not, shall
                           be made by the directors who satisfy the independence
                           guidelines set forth in subsections (a) and (b)
                           above. The Company would expect to explain in the
                           next annual proxy statement the basis for any Board
                           determination that the relationship was immaterial
                           even though it did not meet the categorical
                           immateriality standards in subsection (b) above.

         The Company will not make any personal loans or extensions of credit to
directors or executive officers.

         5.       SIZE OF BOARD AND SELECTION PROCESS. Directors are elected
each year by class by the shareholders at the annual meeting of shareholders
consistent with the Company's certificate of incorporation. Shareholders may
propose nominees for consideration by the corporate governance committee by
submitting names and supporting information to the Secretary, General Cable
Corporation at our headquarters address. The Board proposes a slate of nominees
to the shareholders for election to the Board. Between annual shareholder
meetings, the Board may in case of vacancy elect directors to serve until the
annual meeting when a director's class stands for reelection. The Board believes
that, in light of the nature and scope of the Company's business, its current
authorized size of six directors is appropriate. As the Company grows, it may be
appropriate to increase the size of the Board to eight or nine directors.

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         6.       BOARD COMMITTEES. The Board has established the following
committees to assist the Board in discharging its responsibilities: (i) audit;
(ii) compensation; and (iii) corporate governance. The purposes, duties and
responsibilities of each of these committees are set forth in their committee
charters. The current charters of these committees will be published on the
Company's website and will be mailed to shareholders on written request. The
committee chairs generally report highlights of their meetings to the full Board
following each meeting of the respective committees. The committees hold
meetings in conjunction with the full Board from time to time.

         7.       MEETINGS OF NON-MANAGEMENT DIRECTORS. The Board generally will
have four regularly scheduled meetings a year for the non-management directors
without management present. These sessions usually take place around regularly
scheduled Board meetings. The Non-Executive Chairman will preside at such
meetings. The non-management directors may meet without management present at
such other times as determined by the Non-Executive Chairman.

         8.       SELF-EVALUATION. The Board and each of the committees will
perform an annual self-evaluation. Once each year, each of the directors will be
requested to provide his or her assessment of the effectiveness of the Board and
the committees on which he or she serves; these individual assessments will be
organized and summarized for discussion with the Board and the committees.

         9.       SETTING BOARD'S AGENDA. The Board is responsible for its
agenda. Under General Cable's Bylaws, the Nonexecutive Chairman is generally
responsible for proposing agendas for Board meetings and he seeks input from the
CEO on key issues to be scheduled and discussed during the course of each
calendar year. The Board members will be invited to offer suggestions for issues
to be discussed. Prior to each Board meeting, the Nonexecutive Chairman
discusses and seeks input for other specific agenda items from other members of
executive management as appropriate. The Nonexecutive Chairman, the CEO and each
committee chair as appropriate, will determine the nature and extent of
information which will be provided regularly to the directors before each
scheduled Board or committee meeting. Directors are urged to make suggestions
for agenda items, or additional pre-meeting materials, to the Nonexecutive
Chairman, the CEO, or appropriate committee chairman.

         10.      ETHICS AND CONFLICTS OF INTEREST. The General Cable Board
expects that directors, officers and employees, will act ethically at all times
and acknowledge their adherence to the policies reflected in the Company's Code
of Ethics. The Board will not permit any waiver of the Code of Ethics policy for
any director or executive officer. If an actual or potential conflict of
interest arises for a director, the director will promptly inform the CEO and
the Nonexecutive Chairman. If a significant conflict exists and cannot be
resolved, the director should resign. Directors must recuse themselves from any
discussion or decision affecting their personal, business or professional
interests. The Board will resolve any conflict of interest question involving
the CEO, and any executive officer, and the CEO will resolve any conflicts of
interest issue involving any other officer of the Company.

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         11.      DIRECTOR COMPENSATION. The corporate governance committee will
have the responsibility for recommending to the Board compensation and benefits
for the non-employee directors. In carrying out this duty, the committee will be
guided by the principles that compensation should fairly compensate directors
for services in a company of General Cable's business and scope of operating;
that compensation should aim to align directors' interests with long-term
shareholder interest; and that the compensation structure should be readily
understandable for shareholders. At the end of each year, the corporate
governance committee will review non-employee director compensation and
benefits.

         12.      SUCCESSION PLAN. The Board will approve and maintain a
succession plan for the CEO and senior executives, based upon recommendations
from the corporate governance committee, which should include policies and
principles for selection of the CEO and performance review, and policies
regarding succession in case of an emergency or the retirement of the CEO.

         13.      ANNUAL COMPENSATION REVIEW OF SENIOR MANAGEMENT. The
compensation committee will annually approve the goals and objectives for
compensating the CEO. This committee will evaluate the CEO's performance in
relation to these goals before setting the CEO's salary, bonus and other
incentive and equity compensation. The committee will also annually approve the
compensation structure for the Company's officers, and will evaluate the
performance of the Company's senior executive officers before approving their
salary, bonus and other incentive and equity compensation.

         14.      ACCESS TO SENIOR MANAGEMENT. Non-employee directors are
encouraged to meet with managers of the Company for open discussions about the
Company. Executives and other management of the Company make periodic
presentations to the Board and its Committees on company business and activity.

         15.      ACCESS TO INDEPENDENT ADVISORS. The Board and its committees
shall have the right, as necessary and appropriate, to retain independent legal
or other advisors in the performance of their duties.

         16.      DIRECTOR ORIENTATION AND CONTINUING EDUCATION. The Chief
Executive Officer shall be responsible for ensuring that orientation is provided
for new directors, and that periodically, materials or briefing sessions for all
directors on subjects that would assist them in discharging their duties are
organized and carried out. The Chief Executive Officer will engage the General
Counsel and Chief Financial Officer to take lead roles in implementing the
objectives of director orientation and education. In addition, within six months
of election to the Board, each new director will spend a day at corporate
headquarters for an organization and cultural briefing by senior management on
the Company's business and strategic plans, financial statements, and key
policies and practices.

         17.      CONTACTING THE BOARD AND NONMANAGEMENT DIRECTORS. Anyone who
has a concern about General Cable's conduct may express that concern directly to
the

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Nonexecutive Chairman or other non-management directors. Any concerns involving
accounting, internal accounting controls, or auditing matters will be directed
to the Audit Committee. Such communications may be confidential or anonymous,
and may be e-mailed or submitted in writing to a special address which will be
published on General Cable's website. Comments relating to these concerns will
be forwarded to the appropriate directors for their review and will be
simultaneously reviewed and addressed by General Cable in the same way that
similar concerns are handled by the Company.

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