Exhibit 10.1

SUPERIOR ESSEX INC.

PERFORMANCE-CONTINGENT SHARE AWARD CERTIFICATE

Non-transferable

G R A N T   T O

                                                            
(“Grantee”)

by Superior Essex Inc. (the “Company”) of the right (“Performance Shares”) to receive shares of the Company’s $.01 par value common stock (“Shares”), pursuant to and subject to the provisions of the Superior Essex Inc. 2005 Incentive Plan (the “Omnibus Plan”) and to the terms and conditions set forth on the following pages of this award certificate (this “Certificate”).

The target number of Shares subject to this award is                               (the “Target Award”).  Depending on the Company’s level of attainment of the performance targets set forth in Exhibit A for the period beginning January 1, 2007 and ending December 31, 2009 (the “Performance Period”), Grantee may earn up to 200% of the Target Award, as set forth in greater detail in Exhibit A , subject to availability of shares under the Omnibus Plan and in reliance on Compensation Committee Resolution 07-14 which reserves the maximum number of shares for this Award upon shareowner approval of amendments to the Omnibus Plan at the 2007 annual meeting of shareowners.

By accepting this award, Grantee shall be deemed to have agreed to the terms and conditions of this Certificate and the Plan.

IN WITNESS WHEREOF, Superior Essex Inc., acting by and through its duly authorized officers, has caused this Certificate to be executed as of the Grant Date.

TERMS AND CONDITIONS

1.     Defined Terms .  Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.  In addition, certain terms are defined in Exhibit A .

2.     Vesting and Settlement of Performance Shares .  The Performance Shares have been credited to a bookkeeping account on behalf of Grantee.  The Performance Shares will vest and will be converted to actual Shares of Stock (one Share per vested Performance Share) on the dates and to the extent set forth in Exhibit A.

If Grantee’s employment terminates prior to the end of the Performance Period for any reason other than as set forth in Exhibit A, Grantee shall forfeit all right, title and interest in and to the Performance Shares as of the date of such termination.  In addition, Grantee shall have no rights to any Performance Shares that fail to vest in accordance with the terms of this Certificate.

Vested Performance Shares will be registered on the books of the Company in Grantee’s name on the earlier of March 15, 2010 (the “Scheduled Pay-Out Date”) or the date of the occurrence of a Change in Control (a “Pay-Out Date”), and will be delivered to Grantee as soon as practical thereafter, in certificated or uncertificated form, as Grantee shall direct.

3.     Determination of Performance .  The Committee shall, as soon as practicable after the end of the Performance Period certify the Company’s performance against the Performance Objectives, but in no event later than (i) March 15, 2010 or (ii) the date of filing of the Company’s Annual Report on Form 10-K for 2009.  If for any reason the Committee shall not have certified the Company’s performance against the Performance Objectives by March 15, 2010, the conversion date for vested Performance Shares and the Pay-Out Date shall be delayed, in the discretion of the Committee, for such period as may be required to avoid liability under Code Section 409A, but shall in no event extend beyond December 31, 2010.

4.     No Dividend Equivalents .  Prior to a Pay-Out Date, Grantee shall have no rights to cash dividends or other cash distributions paid with respect to Performance Shares.

5.     Limitation of Rights .  This Certificate does not confer to Grantee or Grantee’s Beneficiary, executors or administrators any rights of a stockholder of the Company unless and until Shares of Stock are in fact registered in such person’s name on the Pay-Out Date.  Prior to the Pay-Out Date, no right or interest of Grantee in Performance Shares may be pledged, encumbered, or hypothecated or be made subject to any lien, obligation, or liability of Grantee to any other party other than the Company or an Affiliate.  Prior to the Pay-Out Date, Performance Shares may not be sold, assigned, transferred or otherwise disposed of by Grantee other than by will or the laws of descent and distribution.

Nothing in this Certificate shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s employment at any time, nor confer upon Grantee any right to continue in employment of the Company or any Affiliate.

6.     Payment of Taxes .  Grantee will, no later than the date as of which any amount related to the Performance Shares first becomes includable in Grantee’s gross income for federal income tax purposes, pay to the Company, or make other arrangements satisfactory to the Company regarding payment of, any federal, state and local taxes of any kind required by law to be withheld with respect to such amount.  The Committee hereby approves Grantee’s surrender to the Company of a number of Shares earned under this award (or the withholding of such Shares) as necessary to pay the minimum applicable withholding tax obligation, and Grantee hereby consents to such method of tax withholding if requested by the Company.  The obligations of the Company under this Certificate will be conditional on such payment or arrangements, and the Company, and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.

7.     Restrictions on Issuance of Shares .  If at any time the Committee shall determine, in its discretion, that registration, listing or qualification of the Shares of Stock underlying the Performance Shares upon any securities exchange or similar self-regulatory organization or under any federal or state securities law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to the settlement of the Performance Shares, the Performance Shares will not be converted to Shares in whole or in part unless and until such registration, listing, qualification, consent or approval shall have been effected or obtaine