SPSX Superior Essex (MM)

ITEM 1: ELECTION OF DIRECTORS

        We have a staggered board of directors with nine members. Our board is divided into three classes, as nearly equal in size as possible, with the term of office of each class ending in successive years. The terms of office of directors in Class I and Class III expire at the 2010 and 2009 annual meetings of shareowners, respectively. The terms of the directors in Class II, of which there are currently three, Ms. Bergeron, Mr. Johnson and Mr. Lewis, expire at this annual meeting.

Nominees for Class II Director

        The following information is provided with respect to the nominees for election as Class II directors at the annual meeting.

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Nominees to serve until Annual Meeting in 2011

        Stephanie W. Bergeron, age 54, has been a member of our board of directors since October 6, 2006. Ms. Bergeron has been the President and Chief Executive Officer of Walsh College since January 2007 and served as interim President from September 2006 through January 2007. Ms. Bergeron has also served as the President and Chief Executive Officer of Bluepoint Partners LLC, a consulting firm, since December 2004. Prior to that time, Ms. Bergeron was Senior Vice President, Corporate Financial Operations, of The Goodyear Tire & Rubber Company, a manufacturer of tires, rubber products and chemicals, from December 2001 to December 2003, and Vice President and Treasurer of Goodyear from December 1998 through December 2001. Ms. Bergeron is also a director of Sun Communities, Inc., a real estate investment trust.

        Thomas H. Johnson, age 58, has been a member of our board of directors since December 7, 2005. Mr. Johnson retired in November 2005 as Chairman and Chief Executive Officer of Chesapeake Corporation, a leading international supplier of value-added specialty paperboard and plastic packaging. He joined Chesapeake in 1997 as President and Chief Executive Officer, and was named Chairman in 2000. He is also a director of Coca-Cola Enterprises, the world's largest marketer, producer and distributor of Coca-Cola products, Mirant Corporation, a competitive energy company that produces and sells electricity in North America, Universal Corporation, a diversified company with operations in tobacco processing, lumber and other agri-products, and CMGI, Inc., a company which provides industry-leading global supply chain management services and venture capital.

        Perry J. Lewis, age 70, has been a member of our board of directors since November 10, 2003. Mr. Lewis has been a senior managing director of Heartland Industrial Partners LLC, a leveraged buyout firm, since February 2006 and from 2000 to 2001. From 2001 to February 2006, Mr. Lewis was an advisory director of CRT Capital Group LLC, an institutional securities research and brokerage firm, and was a founder and, from 1980 to 2001, partner of Morgan, Lewis, Githens & Ahn, an investment banking and leveraged buyout firm. Mr. Lewis is also a director of Clear Channel Communications, Inc., a diversified media company.

Recommendation:

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S SHAREOWNERS VOTE "FOR" EACH OF THE NOMINEES FOR CLASS II DIRECTORS.

Continuing Directors

        The following information is provided with respect to our continuing directors who are not standing for election as directors at the annual meeting.

Directors serving until Annual Meeting in 2009

        Monte R. Haymon, age 70, has been a member of our board of directors since November 10, 2003 and has been our non-executive Chairman of the Board since January 2004. Mr. Haymon was Chairman of the Board of Sappi Fine Paper North America ("Sappi"), a manufacturer of coated and specialty paper products, from January 2002 until his retirement in December 2002. He previously served as Sappi's President and Chief Executive Officer from 1995 to January 2002.

        Andrew P. Hines, age 68, has been a member of our board of directors since November 10, 2003. Mr. Hines has been a principal of Hines and Associates, a financial management consulting firm since September 2006 and from 2000 until October 2005. Mr. Hines served as Vice President and Chief Financial Officer of GenTek Inc., a manufacturer of industrial components and performance chemicals from October 2005 to September 2006. From October 2000 to October 2001, Mr. Hines was Executive Vice President and Chief Financial Officer of Ardent Communications, Inc. (f/k/a CAIS Internet), a

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provider of broadband access and bundled data services, which filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code in October 2001. Mr. Hines was Executive Vice President and Chief Financial Officer from October 1997 to February 2000, and Executive Vice President, Strategic Planning and Business Development from February 2000 to June 2000, of Outboard Marine Corporation, a manufacturer of recreational boats and marine engines, which filed a voluntary Chapter 11 petition in December 2000.

        Joseph M. O'Donnell, age 61, has been a member of our board of directors since October 6, 2006. Mr. O'Donnell was the Chief Executive Officer and President of Artesyn Technologies, Inc., a provider of power conversion equipment and subsystems to the communications industry from July 1994 through April 2006. Mr. O'Donnell also served as Co-Chairman of the Artesyn board of directors from December 1997 to May 2003 and Chairman from May 2003 to April 2006, when the company was acquired by Emerson Electric Company. Mr. O'Donnell is a director of Parametric Technology Corporation, a leading maker of mechanical computer-aided design, manufacturing and engineering software and Comverse Technology, Inc., a company engaged in the design, development, manufacturing, marketing, and support of software, systems, and related services for multimedia communications and information processing applications.

Directors serving until Annual Meeting in 2010

        Stephen M. Carter, age 54, has been our Chief Executive Officer since November 10, 2003 and our President since May 2004. Mr. Carter became a member of our board of directors upon assuming his role as Chief Executive Officer in November 2003. From July 2000 until November 2002, Mr. Carter was President and Chief Executive Officer of Cingular Wireless, a provider of wireless services. Mr. Carter has served in various positions with SBC Communications (now AT&T Inc.) and its predecessor company, Southwestern Bell, including President and Chief Executive Officer of SBC Wireless, President of SBC Strategic and Special Markets and President/Chief Executive Officer of Southwestern Bell Telecom. Mr. Carter also serves on the board of directors of The Corporate Executive Board Company, a leading provider of best practices research and analysis focusing on corporate strategy, operations and general management issues.

        Denys Gounot, age 54, has been a member of our board of directors since November 10, 2003. Since October 21, 2005, Mr. Gounot has served as Chairman of Essex Europe SAS, the holding company for the Company's European magnet wire operations. He has been a principal of DG Network, a strategic advisory firm, since 2003. DG Network provides services to the Company as described under Certain Relationships and Related Transactions on pages 56-57. From 1999 through 2001, Mr. Gounot held various positions as an officer with Lucent Technologies Inc., a provider of communications networks for communications service providers, including President of Lucent's optical fiber division.

        James F. Guthrie, age 63, has been a member of our board of directors since November 10, 2003. Mr. Guthrie has been an executive consultant, principally to media and early-stage telecom enterprises, since 1999. Prior to that time, Mr. Guthrie was, from 1995 to 1999, Executive Vice President and Chief Financial Officer of IXC Communications, Inc. (now Broadwing Communications), a network based communications services provider, from 1993 to 1995, Vice President and Chief Financial Officer of Times Mirror Company, and, from 1982 to 1993, Senior Vice President and Chief Financial Officer of Times Mirror Cable Television, Inc.

Executive Officers

        The following information is provided with respect to our executive officers, other than Mr. Carter who is referenced above.

        David S. Aldridge, age 53, has been our Executive Vice President since March 2004 and our Chief Financial Officer and Treasurer since November 10, 2003. Mr. Aldridge was Chief Financial Officer and

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Treasurer of Superior TeleCom from 1996 to November 9, 2003 and Chief Restructuring Officer of Superior TeleCom from January 2003 to November 9, 2003. Mr. Aldridge was Chief Financial Officer of The Alpine Group, Inc. from November 1993 to May 2003 and Treasurer of The Alpine Group, Inc. from January 1994 through April 2001.

        Debrah Baker-Oliver, age 48, has been our Senior Vice President of Corporate Administrative Services since March 2004. She is responsible for all aspects of human resources including compensation and benefits, labor relations, and employee communications. In addition, Ms. Baker-Oliver is responsible for information technology, real estate, security and environmental controls. Prior to joining Superior Essex, Ms. Baker-Oliver served as Executive Director of Corporate Real Estate for Cingular Wireless in Atlanta, Georgia. Ms. Baker-Oliver also served in various positions with SBC Communications (now AT&T Inc.) in Dallas, Texas and St. Louis, Missouri including Vice President of Interconnection and Director of Wholesale Marketing and Planning, in addition to senior positions in human resources and labor relations.

        Barbara L. Blackford, age 51, has been our Executive Vice President, General Counsel and Secretary since April 14, 2004. From September 2000 to March 2004, Ms. Blackford was Vice President, General Counsel and Secretary of AirGate PCS, Inc., a PCS Affiliate of Sprint, and iPCS, Inc., a wholly owned subsidiary of AirGate PCS, Inc. iPCS, Inc. filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code in February 2003. From October 1997 to September 2000, Ms. Blackford was Associate General Counsel and Assistant Secretary at Monsanto Company, serving in a variety of roles, including as head of the corporate securities and mergers and acquisitions law groups and General Counsel of Cereon Genomics. Prior to joining Monsanto Company, Ms. Blackford was a partner with the private law firm Long Aldridge & Norman LLP (now known as McKenna Long & Aldridge LLP) in Atlanta, Georgia and was a partner with the law firm Kutak Rock. Ms. Blackford is a member of the board of directors of the Society of Corporate Secretaries and Governance Professionals.

        Justin F. Deedy, Jr., age 52, has been an Executive Vice President of our Company and President of our Communications Group since November 10, 2003. Since February 2008, his role was expanded to include Executive Vice President—Business and Corporate Development. He was Executive Vice President of Superior TeleCom and President of Superior TeleCom's subsidiary that comprised its communications cable segment from June 1999 to November 9, 2003. Prior thereto, Mr. Deedy was Senior Vice President of Superior TeleCom from July 1996 to June 1999 and President of Superior TeleCom's wholly owned subsidiary, Superior Telecommunications Inc., from July 1993 to December 1999, when Superior Telecommunications Inc. was merged with and into another wholly owned subsidiary of Superior TeleCom as part of an internal reorganization.

        Tracye C. Gilleland, age 49, has been our Senior Vice President of Finance and Corporate Controller since April 2004. Prior to her current role, Ms. Gilleland served as Vice President—Corporate Controller of Superior Telecom. Prior thereto, Ms. Gilleland served as Vice President—Finance and in other financial roles since joining the organization in 1981.

        H. Patrick Jack, age 56, has been our Executive Vice President since March 2004 and President of Essex Asia Pacific since August 13, 2007. He was President of our subsidiary, Essex Group, Inc., that comprises the North American magnet wire and distribution segment from November 10, 2003 to August 12, 2007. Mr. Jack was President of Superior TeleCom's subsidiary that comprised its magnet wire and distribution segment from August 2002 to November 9, 2003. Prior thereto, Mr. Jack was a consultant to a successor company of Aristech Chemical Corporation, a chemicals and plastics business, from January 2002 to March 2002, and President and Chief Operating Officer of Aristech from 1998 to 2001.

        J. David Reed, age 43, has been our Executive Vice President and President, Essex Group North America, since August 13, 2007. From 1996 to 2006, Mr. Reed held various positions within Newell Rubbermaid, including President of Little Tikes, Group Vice President, Operations of the Home & Family

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Group, President of Anchor Hocking Glass Corp., Vice President, Operations and Supply Chain of Calphalon Wearever and Director of Materials of Stuart Hall Company.

        Four of our executive officers, Messrs. Aldridge, Deedy and Jack and Ms. Gilleland, were previously employed by our predecessor Superior TeleCom Inc., which filed for reorganization under Chapter 11 of the United States Bankruptcy Code on March 3, 2003. The plan of reorganization, pursuant to which we acquired the business of Superior TeleCom, became effective on November 10, 2003.

ITEM 2: AUTHORIZE AN AMENDMENT TO THE 2005 INCENTIVE PLAN

        The Company currently maintains the 2005 Incentive Plan, which was originally approved by the shareowners on May 3, 2005 and was amended and restated with the approval of the shareowners on May 3, 2007. We also will maintain the 2003 Stock Incentive Plan (the "2003 Incentive Plan") until all outstanding awards thereunder are exercised or expire, but we will not make any further awards under the 2003 Incentive Plan. On March 12, 2008, our board of directors adopted certain changes to the 2005 Incentive Plan that are procedural in nature and do not require shareowner approval. These changes are described below under "Acceleration Upon Certain Events" and "Code Section 409A Amendments." On March 12, 2008, our board of directors also adopted, subject to approval by the shareowners at the annual meeting, an amendment to the 2005 Incentive Plan to increase the number of shares that may be issued under the Plan by 500,000 shares (the "Share Authorization Amendment").

        As of February 29, 2008, there were approximately 4,500 of the Company's employees, officers, directors and consultants eligible to participate in the Plan. As of that date, there were 821,907 shares of our common stock subject to outstanding awards and 562,849 shares of our common stock were reserved and available for future awards under the Plan. If the Share Authorization Amendment is not approved by the shareowners at the annual meeting, the Plan will remain in effect in accordance with its terms as in effect immediately prior to the March 12, 2008 board action, but including the procedural amendments described below under "Acceleration Upon Certain Events" and "Code Section 409A Amendments."

Limitation on Annual "Burn Rate"

        In order to address potential shareowner concerns regarding the number of equity awards that may be granted under the Plan, in 2007 the compensation committee adopted a policy, which remains in effect, providing that equity-based awards granted by the Company during calendar years 2007, 2008 and 2009 (other than grants assumed or substituted in a merger or acquisition) will be structured such that the Company's average annual burn rate for such years will not exceed 2.57%. For this purpose, the "burn rate" for any year means the total number of shares of Company common stock issuable upon exercise or payment, as the case may be, of the equity-based awards granted by the Company in that year, divided by the Company's total number of shares of common stock issued and outstanding as of the end of that particular year. In calculating the burn rate, shares issuable upon exercise or payment, as the case may be, of awards other than options or stock appreciation rights shall be counted as two shares for each share actually issuable in respect of the award (or such lower multiplier for "full value awards", including performance shares, as is consistent with Institutional Shareholder Services governance policies in effect at the time of grant or calculation). Shares underlying performance share awards will not be included in the burn rate until the year in which such shares are earned and then only to the extent so earned. Awards settled in cash will not be included in the calculation of burn rate.

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Summary of the Plan as Proposed to be Amended

        The following is a summary of the provisions of the 2005 Incentive Plan, including the 409A Amendments and as proposed to be amended by the Share Authorization Amendment. This summary is qualified in its entirety by the full text of the 2005 Incentive Plan, as proposed to be amended, which is attached to this proxy statement as Appendix B.

        Purpose.     The purpose of the 2005 Incentive Plan is to focus management on business performance that creates shareowner value, encourage innovative approaches to the business of the Company, reward for results, encourage ownership of Company common stock by management and encourage taking appropriate risks with an opportunity for higher reward.

        Administration.     The 2005 Incentive Plan is administered by the compensation committee of the board of directors. The compensation committee has the authority to designate participants; determine the type or types of awards to be granted to each participant and the number, terms and conditions thereof; establish, adopt or revise any rules and regulations as it may deem advisable to administer the 2005 Incentive Plan; and make all other decisions and determinations that may be required under the Plan. The board of directors may at any time administer the 2005 Incentive Plan. If it does so, it will have all the powers of the compensation committee under the Plan.

        Shares Available for Awards.     The proposed Share Authorization Amendment would increase the number of shares that may be issued under the Plan by 500,000 shares. Following approval of the Share Authorization Amendment, the aggregate number of shares of common stock reserved and available for issuance pursuant to awards granted under the 2005 Incentive Plan will be (i) 500,000, plus (ii) shares underlying awards outstanding under the 2005 Incentive Plan as of May 6, 2008, plus (iii) shares remaining available for issuance, if any, under the 2005 Incentive Plan as of May 5, 2008 (including shares added back pursuant to the share-counting provisions described below), plus (iv) a number of additional shares underlying awards outstanding under the 2003 Incentive Plan that terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason, plus (v) a number of additional shares delivered or withheld on or after May 3, 2007 to cover the exercise price and/or satisfy tax withholding obligations with respect to awards outstanding under the 2003 Incentive Plan. As of February 29, 2008 there were 821,907 shares subject to outstanding awards and 562,849 shares remaining available for issuance under the Plan.

        Share Counting.     The Plan currently provides for shares issued under the Plan to be added back to the Plan share reserve under certain circumstances, including (i) shares subject to awards that terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason, (ii) shares underlying awards that are ultimately settled in cash, (iii) shares withheld from an award to satisfy minimum tax withholding requirements, (iv) shares delivered to pay the exercise price of an option and (v) shares underlying performance awards that are unearned.

        Eligibility.     The 2005 Incentive Plan permits the grant of incentive awards to employees, officers, and non-employee directors of the Company and its affiliates as selected by the compensation committee. As of February 29, 2008, the number of eligible participants was approximately 4,500. The number of eligible participants may increase over time based upon future growth of the Company and its affiliates.

        Awards to Non-Employee Directors.     Awards granted to the Company's non-employee directors will be made only in accordance with the terms, conditions and parameters of the Company's director compensation plan, or any successor plan, program or policy for the compensation of non-employee directors as in effect from time to time, and the compensation committee may not make discretionary grants under the director compensation plan to non-employee directors.

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        Permissible Awards.     The 2005 Incentive Plan authorizes the granting of awards in any of the following forms:

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market-priced options to purchase shares of our common stock, which may be designated under the U.S. Internal Revenue Code of 1986 (the "Code") as nonstatutory stock options (which may be granted to all participants) or incentive stock options (which may be granted to officers and employees but not to non-employee directors);



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stock appreciation rights, which give the holder the right to receive the difference (payable in cash or stock, as specified in the award certificate) between the fair market value per share of our common stock on the date of exercise over the base price of the award (which cannot be less than the fair market value of the underlying stock as of the grant date);



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restricted stock, which is subject to restrictions on transferability and subject to forfeiture on terms set by the compensation committee;



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restricted or deferred stock units, which represent the right to receive shares of common stock (or an equivalent value in cash or other property, as specified in the award certificate) at a designated time in the future;



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performance awards, which are awards payable in cash or stock upon the attainment of specified performance goals (any award that may be granted under the 2005 Incentive Plan may be granted in the form of a performance award);



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dividend and interest equivalents, which entitle the participant to payments (or an equivalent value payable in stock or other property) equal to, in the case of dividend equivalents, any dividends paid on the shares of stock underlying an award, or, in the case of interest equivalents, a stated rate of return on the value of an outstanding award;



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other stock-based awards in the discretion of the compensation committee, including unrestricted stock grants; and



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cash-based awards, including performance-based annual bonus awards.

        Limitations on Awards.     The maximum number of shares of common stock that may be covered by options and stock appreciation rights granted under the 2005 Incentive Plan to any one person during any one calendar year is 300,000. The maximum aggregate shares underlying awards of restricted stock, restricted stock units, deferred stock units, performance shares or other stock-based awards under the 2005 Incentive Plan (other than options or stock appreciation rights) that may be granted to any one person during any one calendar year is 300,000. The aggregate maximum dollar value of any performance-based cash award or other cash-based award that may be paid to any one participant during any one calendar year under the 2005 Incentive Plan is $3,000,000.

        Minimum Vesting Requirements.     The 2005 Incentive Plan imposes minimum vesting requirements for most full-value awards. Except in the case of substitute awards or awards granted as an inducement to join the Company as a new employee to replace forfeited awards from a former employer, any full-value award granted under the 2005 Incentive Plan to an employee, officer or consultant must either (i) be subject to a minimum vesting period of three years (which may include graduated vesting within such three-year period), or one year if the vesting is based on performance criteria other than continued service, or (ii) be granted solely in exchange for foregone cash compensation. Notwithstanding the foregoing, the compensation committee may permit acceleration of vesting of such awards in the event of the participant's death, disability, retirement, termination without cause or resignation for good reason, or upon the occurrence of a change in control.

        Performance Goals.     All options and stock appreciation rights granted under the 2005 Incentive Plan are designed to be exempt from the $1,000,000 deduction limit imposed by Code Section 162(m). The

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compensation committee may designate any other award granted under the Plan as a qualified performance-based award in order to make the award fully deductible without regard to the $1,000,000 deduction limit imposed by Code Section 162(m). If an award is so designated, the compensation committee must establish objectively determinable performance goals for the award based on one or more of the following business criteria, which may be expressed in terms of company-wide objectives or in terms of objectives that relate to the performance of a division, business unit, affiliate, department or function within the Company or an affiliate or any combination thereof:

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Revenue



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Sales



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Profit (net profit, gross profit, operating profit, economic profit, profit margins or other corporate profit measures)



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Earnings (EBIT, EBITDA, earnings per share, or other corporate earnings measures)



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Net income (before or after taxes, operating income or other income measures)



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Cash (cash flow, cash generation or other cash measures)



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Stock price or performance



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Total stockholder return (stock price appreciation plus reinvested dividends divided by beginning share price)



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Return measures (including, but not limited to, return on assets, capital, equity, or sales, and cash flow return on assets, capital, equity, or sales)



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Market share



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Improvements in capital structure



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Expenses (expense management, expense ratio, expense efficiency ratios or other expense measures)



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Business expansion or consolidation (acquisitions and divestitures)



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Internal rate of return or increase in net present value



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Working capital targets relating to inventory and/or accounts receivable



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Planning accuracy (as measured by comparing planned results to actual results).

        The compensation committee must establish such goals within the first 90 days of the period for which such performance goal relates (or such later date as may be permitted under applicable tax regulations) and the compensation committee may for any reason reduce (but not increase) any award, notwithstanding the achievement of a specified goal. The compensation committee may provide, at the time the performance goals are established, that any evaluation of performance will include or exclude or otherwise objectively adjust for specified events that occur during a performance period, which may include, but are not limited to any of the following: (a) asset write-downs or impairment charges; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results; (d) accruals for reorganization and restructuring programs; (e) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 and/or in management's discussion and analysis of financial condition and results of operations appearing in the Company's annual report to stockholders for the applicable year; (f) acquisitions or divestitures; and (g) foreign exchange gains and losses. To the extent such inclusions or exclusions affect awards to "covered employees" (as defined in Code Section 162(m)), they shall be prescribed in a form that meets the requirements of Code Section 162(m) for deductibility.

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        Limitations on Transfer; Beneficiaries.     A participant may not assign or transfer an award other than by will or the laws of descent and distribution or (except in the case of an incentive stock option) pursuant to a qualified domestic relations order. The compensation committee may permit other transfers where it concludes that such transferability does not result in accelerated taxation, does not cause any option intended to be an incentive stock option to fail to qualify as such, and is otherwise appropriate and desirable, taking into account any factors deemed relevant, including without limitation, any state or federal tax or securities laws or regulations applicable to transferable awards. Notwithstanding the foregoing, the 2005 Incentive Plan precludes transfers of awards for value. A participant may, in the manner determined by the compensation committee, designate a beneficiary to exercise the rights of the participant and to receive any distribution with respect to any award upon the participant's death.

        Acceleration Upon Certain Events.     Unless otherwise provided in an award certificate or any special plan document governing an award, if a participant's service terminates by reason of death or disability, all of such participant's outstanding options, stock appreciation rights and other awards in the nature of rights that may be exercised will become fully exercisable; all time-based vesting restrictions on his or her outstanding awards will lapse; and the target payout opportunities attainable under such participant's outstanding performance-based equity awards will be deemed to have been fully earned as of the date of termination based upon an assumed achievement of all relevant performance goals at the "target" level and there will be a pro rata payout in cash or equity, as appropriate, to the participant or his or her estate within 30 days following the date of termination (or if later, the first date that such payment may be made without triggering additional taxes under Section 409A of the Code) based upon the length of time within the performance period that has elapsed prior to the date of termination. The 2005 Incentive Plan provides a default provision for performance-based cash awards that is the same as for performance-based equity awards, as described above. However, in response to Internal Revenue Service Ruling 2008-13 issued on February 21, 2008, the board of directors amended the Plan on March 12, 2008 to eliminate the foregoing default provision in the case of retirement of a participant. The compensation committee may, in its sole discretion at any time, vest awards upon a participant's retirement or termination of employment for any other reasons. The compensation committee may discriminate among participants or among awards in exercising such discretion.

        Treatment of Awards upon a Change in Control.     The 2005 Incentive Plan provides that, unless otherwise provided in an award certificate or any special plan document governing an award, upon the occurrence of a change in control of the Company, all outstanding options, stock appreciation rights and other awards in the nature of rights that may be exercised will become fully exercisable; all time-based vesting restrictions on outstanding awards will lapse; and the target payout opportunities attainable under all outstanding performance based awards will be deemed to have been fully earned based upon an assumed achievement of all relevant performance goals at the "target" level and there will be a pro rata payout in cash or equity, as appropriate, to participants within 30 days following the date of the change in control (or, if later, the first date that such payment may be made without triggering additional taxes under Section 409A of the Code) based upon the length of time within the performance period that has elapsed prior to the date of the change in control.

        Adjustments.     In the event of a transaction between the Company and its shareowners that causes the per-share value of its common stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large nonrecurring cash dividend), the share authorization limits under the 2005 Incentive Plan will be adjusted proportionately, and the compensation committee shall make such adjustments to the Plan and awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. In the event of a stock split, a stock dividend, or a combination or consolidation of the outstanding common stock into a lesser number of shares, the authorization limits under the 2005 Incentive Plan will automatically be adjusted proportionately, and the shares then subject to each award will automatically be adjusted proportionately without any change in the aggregate purchase price. The Plan permits discretionary adjustments for

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mergers, business combinations and the like (which are not equity restructurings), and permits discretionary adjustments in the context of equity restructurings where the adjustment is for a purpose other than equalizing the award's value immediately before and after the equity restructuring.

        Termination and Amendment.     The board of directors or the compensation committee may, at any time and from time to time, terminate or amend the 2005 Incentive Plan, but if an amendment to the Plan would materially increase the benefits accruing to participants, materially increase the number of shares of stock issuable, expand the types of awards that may be granted, materially expand the class of eligible participants, materially extend the term of the 2005 Incentive Plan or otherwise constitute a material change requiring shareowner approval under applicable listing requirements or laws, then such amendment will be subject to shareowner approval. In addition, the board of directors or the compensation committee may condition any amendment on the approval of the shareowners for any other reason. No termination or amendment of the 2005 Incentive Plan may adversely affect any award previously granted without the written consent of the participant.

        The compensation committee may amend or terminate outstanding awards. However, such amendments may require the consent of the participant and, unless approved by the shareowners, the exercise price of an outstanding option or base price of a stock appreciation right may not be reduced, directly or indirectly, and the original term of an option or stock appreciation right may not be extended.

        Prohibition on Repricing.     As indicated above under Termination and Amendment, outstanding stock options and stock appreciation rights cannot be repriced, directly or indirectly, without the prior consent of the Company's shareowners. The exchange of an "underwater" award ( i.e. , an option or stock appreciation right having an exercise or base price in excess of the current market value of the underlying stock) for another award would be considered an indirect repricing and would, therefore, require the prior consent of the Company's shareowners.

        Code Section 409A Amendments.     Certain amendments to the Plan approved by the shareowners in 2007 were intended to facilitate compliance with Code Section 409A and to avoid the imposition of additional taxes under Code Section 409A. In order to further facilitate compliance with Code Section 409A based on final regulations adopted by the Department of Treasury in September 2007, on March 12, 2008, the board adopted certain refinements to the prior amendments, including the following:

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Clarifying that eligible participants who are service providers to an affiliate of the Company may be granted options or stock appreciation rights under the Plan only if the affiliate qualifies as an "eligible issuer of service recipient stock" within the meaning of the final regulations under Code Section 409A;



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Providing a mechanism for determining the order of application of certain possible separation pay exemptions from Code Section 409A;



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Imposing a six-month delay in payment of any non-exempt deferred compensation under the Plan to any "specified employee" under circumstances that would otherwise result in the imposition of additional taxes under Code Section 409A;



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Providing procedures for determining "specified employees" under the Plan for purposes of the six-month delay requirement; and



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Eliminating an obsolete Section 409A restriction on the ability to extend the exercise period of an option after termination of employment.

Certain U.S. Federal Income Tax Effects

        The U.S. federal income tax discussion set forth below is intended for general information only and does not purport to be a complete analysis of all of the potential tax effects of the 2005 Incentive Plan. It is

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based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change. State, local and ex-U.S. income tax consequences are not discussed, and may vary from locality to locality.

        Nonstatutory Stock Options.     There will be no federal income tax consequences to the optionee or to the Company upon the grant of a nonstatutory stock option under the 2005 Incentive Plan. When the optionee exercises a nonstatutory option, however, he or she will recognize ordinary income in an amount equal to the excess of the fair market value of the stock received upon exercise of the option at the time of exercise over the exercise price, and the Company will be allowed a corresponding federal income tax deduction. Any gain that the optionee realizes when he or she later sells or disposes of the option shares will be short-term or long-term capital gain, depending on how long the shares were held.

        Incentive Stock Options.     There will be no federal income tax consequences to the optionee or to the Company upon the grant of an incentive stock option. If the optionee holds the option shares for the required holding period of at least two years after the date the option was granted and one year after exercise, the difference between the exercise price and the amount realized upon sale or disposition of the option shares will be long-term capital gain or loss, and the Company will not be entitled to a federal income tax deduction. If the optionee disposes of the option shares in a sale, exchange, or other disqualifying disposition before the required holding period ends, he or she will recognize taxable ordinary income in an amount equal to the excess of the fair market value of the option shares at the time of exercise over the exercise price, and the Company will be allowed a federal income tax deduction equal to such amount. While the exercise of an incentive stock option does not result in current taxable income, the excess of the fair market value of the option shares at the time of exercise over the exercise price will be an item of adjustment for purposes of determining the optionee's alternative minimum taxable income.

        Stock Appreciation Rights.     A participant receiving a stock appreciation right under the 2005 Incentive Plan will not recognize income, and the Company will not be allowed a tax deduction, at the time the award is granted. When the participant exercises the stock appreciation right, the amount of cash and the fair market value of any shares of stock received will be ordinary income to the participant and the Company will be allowed a corresponding federal income tax deduction at that time.

        Restricted Stock.     Unless a participant makes an election to accelerate recognition of the income to the date of grant as described below, a participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a restricted stock award is granted, provided that the award is nontransferable and is subject to a substantial risk of forfeiture. When the restrictions lapse, the participant will recognize ordinary income equal to the fair market value of the stock as of that date (less any amount he or she paid for the stock), and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m). If the participant files an election under Code Section 83(b) within 30 days after the date of grant of the restricted stock, he or she will recognize ordinary income as of the date of grant equal to the fair market value of the stock as of that date (less any amount paid for the stock), and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m). Any future appreciation in the stock will be taxable to the participant at capital gains rates. However, if the stock is later forfeited, the participant will not be able to recover the tax previously paid pursuant to the Code Section 83(b) election.

        Restricted or Deferred Stock Units.     A participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a stock unit award is granted. Upon receipt of shares of stock (or the equivalent value in cash or other property) in settlement of a stock unit award, a participant will recognize ordinary income equal to the fair market value of the stock or other property as of that date (less any amount he or she paid for the stock or property), and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m).

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        Performance Awards.     A participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a performance award is granted (for example, when the performance goals are established). Upon receipt of cash, stock or other property in settlement of a performance award, the participant will recognize ordinary income equal to the cash, stock or other property received, and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m).

        Code Section 409A.     The 2005 Incentive Plan permits the grant of various types of incentive awards, which may or may not be exempt from Code Section 409A. If an award is subject to Section 409A, and if the requirements of Section 409A are not met, the taxable events as described above could apply earlier than described, and could result in the imposition of additional taxes and penalties. Restricted stock awards, stock options and stock appreciation rights that comply with the terms of the 2005 Incentive Plan are designed to be exempt from the application of Code Section 409A. Restricted and deferred stock units granted under the 2005 Incentive Plan would be subject to Section 409A unless they are designed to satisfy the short-term deferral exemption from such law. If not exempt, such awards must be specially designed to meet the requirements of Section 409A in order to avoid early taxation and penalties.

        Tax Withholding.     The Company has the right to deduct or withhold, or require a participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including employment taxes) required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of the 2005 Incentive Plan.

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(1)

The values shown in this column are calculated using the closing market price of our common stock as of the last trading day in 2007, December 31, 2007, which was $24.00.

(2)

This time-based restricted stock award was granted to one of our EVPs on August 13, 2007, upon his initial employment with the Company. The award vests 25% on the second and third anniversaries of the grant date and 50% on the fourth anniversary of the grant date.

(3)

Reflects performance share awards primarily granted on April 2, 2007, which vest upon our achievement against objectives for return on net assets, EBITDA margin and core business revenue for the three-year period ending December 31, 2009. The number of shares shown in the table reflects the maximum number of shares (200% of target) that may be earned.

(4)

These restricted stock awards were granted on various dates to 23 non-executive employees by our Chief Executive Officer, pursuant to delegated authority from the compensation committee. The awards vest 25% on the second and third anniversaries of the grant date and 50% on the fourth anniversary of the grant date.

(5)

These stock options were granted on April 2, 2007 and June 1, 2007 to 13 non-executive employees of the Company. The options vest ratably over four years from the grant date. The amount to be realized by the optionee will be the amount by which the fair market value of our common stock on the date of exercise exceeds the option exercise price. The option exercise price is equal to the closing market price of our common stock as of the grant date. The weighted average exercise price for options granted in 2007 was $34.97.

(6)

Includes restricted stock units granted to our non-employee directors in 2007 pursuant to our director compensation plan, which is a subplan of the 2005 Incentive Plan. These shares vest in full one year after the grant date.

        On March 10, 2008, the closing price per share of our common stock as listed on Nasdaq was $28.31.

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(1)

The 2005 Incentive Plan provides for the grant by our compensation committee of equity-based and other awards to employees, officers, directors or consultants of the Company and its affiliates. The 2005 Incentive Plan replaced the 2003 Incentive Plan, as described below. A total of 567,208 shares of our common stock were reserved and available for issuance as of December 31, 2007 pursuant to awards granted under the 2005 Incentive Plan. This total may increase due to the adjustment provisions in the Plan, such as the add back of shares underlying awards currently outstanding that terminate or expire unexercised or are cancelled, forfeited or lapse for any reason. During 2005, our shareholders approved the 2005 Employee Stock Purchase Plan (the "ESPP"), which allows eligible employees to participate in the purchase of the Company's common stock. A total of 149,649 shares are available for purchase by participants under the ESPP as of December 31, 2007.

(2)

Includes 22,110 restricted stock units awarded to our non-employee directors and 273,340 performance shares granted to our senior executives. The weighted average exercise prices in column (b) do not take these awards into account. The performance shares represent the right to earn shares of our common stock if and only to the extent that we meet specific performance objectives during the three-year period ended December 31, 2009, subject to early vesting upon certain specified events such as death, disability or a change in control. The amount included in the table represents the maximum number of shares that may be earned. Excludes 108,240 unvested restricted stock awards outstanding at December 31, 2007.

(3)

Includes 149,649 shares available for purchase under the ESPP. Shares of the Company's common stock may be purchased by participants at quarterly intervals at a price equal to 95% of the closing price of the Company's stock on the last day of the quarterly purchase period.

(4)

In connection with the plan of reorganization of our predecessor Superior Telecom, Inc., we adopted the 2003 Incentive Plan, pursuant to which our compensation committee could grant stock options or restricted stock awards to employees, non-employee directors and certain service providers. The 2003 Incentive Plan authorized grants of awards or options to purchase up to 1,833,333 shares of authorized but unissued common stock, stock held in treasury or both. The term of stock options granted may not exceed ten years. The 2003 Incentive Plan was described in the disclosure statement provided in connection with the plan of reorganization and was part of the plan of reorganization approved by all voting classes of creditors and by the bankruptcy court, but was not separately approved by shareowners following formation of the Company. No additional awards may be granted under the 2003 Incentive Plan.

(5)

Excludes 23,500 unvested restricted stock awards outstanding at December 31, 2007.

Recommendation:

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S SHAREOWNERS VOTE "FOR" THE AMENDMENT OF THE SUPERIOR ESSEX INC. AMENDED AND RESTATED 2005 INCENTIVE PLAN.

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