<PAGE>

                                                                    EXHIBIT 10.6


                         INTERNATIONAL WIRE GROUP, INC.
                             2004 STOCK OPTION PLAN

        1.      Purpose. The International Wire Group, Inc. 2004 Stock Option
Plan (the "Plan") is intended to provide incentives which will retain and
motivate employees of International Wire Group, Inc. (the "Company") and of any
subsidiary corporation now existing or hereafter formed or acquired, by
providing them opportunities to acquire shares of the common stock, par value
$.01 per share, of the Company ("Common Stock"). Furthermore, the Plan is
intended to assist in aligning the interests of such employees to those of the
Company's stockholders.

        2.      Administration.

        (a)     The Plan will be administered by the Compensation Committee of
the Board of Directors of the Company (the "Committee"). Whenever the Company
shall have a class of equity securities registered pursuant to section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Committee
shall be comprised solely of not less than two members who shall be
"Non-Employee Directors" within the meaning of Rule 16b-3(b)(3) (or any
successor rule) promulgated under the Exchange Act and "outside directors"
within the meaning of section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code"). The Committee is authorized, subject to the provisions of
the Plan, to establish such rules and regulations as it deems necessary for the
proper administration of the Plan and to make such determinations and
interpretations and to take such action in connection with the Plan and any
Stock Options (as defined below) granted hereunder as it deems necessary or
advisable, including, but not limited to, accelerating vesting or exercisability
of any Stock Options, extending the term or period of exercisability (but in no
event beyond ten (10) years after the date it is granted) of any Stock Options,
or, subject to the limitations set forth in Section 14 hereof, waiving any terms
or conditions applicable to any Stock Options. All determinations and
interpretations made by the Committee shall be binding and conclusive on all
participants and their legal representatives. No member of the Board of
Directors of the Company, no member of the Committee and no employee of the
Company shall be liable for any act or failure to act hereunder, except in
circumstances involving his or her bad faith, or for any act or failure to act
hereunder by any other member or employee or by any agent to whom duties in
connection with the administration of this Plan have been delegated. The Company
shall indemnify members of the Committee and any agent of the Committee who is
an employee of the Company, against any and all liabilities or expenses to which
they may be subjected by reason of any act or failure to act with respect to
their duties on behalf of the Plan, except in circumstances involving such
person's bad faith.

        (b)     The Committee may delegate to one or more of its members, or to
one or more agents, such administrative duties as it may deem advisable, and the
Committee, or any person to whom it has delegated duties as aforesaid, may
employ one or more persons to render advice with respect to any responsibility
the Committee or such person may have under the Plan. The Committee may employ
such legal or other counsel, consultants and agents as it may deem desirable for
the administration of the Plan and may rely upon any opinion or computation
received from any such counsel, consultant or agent. Expenses incurred by the
Committee in the engagement of such counsel, consultant or agent shall be paid
by the Company, or the subsidiary or affiliate whose employees have benefited
from the Plan, as determined by the Committee.


<PAGE>

        3.      Participants. Participants will consist of such employees of and
other persons performing services for the Company and any subsidiary corporation
of the Company as the Committee in its sole discretion determines to be in a
position to impact the success and future growth and profitability of the
Company and whom the Committee may designate from time to time to receive Stock
Options under the Plan. The Committee shall consider such factors as it deems
pertinent in selecting participants and in determining the type and amount of
their respective Stock Options.

        4.      Common Stock Available Under the Plan. The aggregate number of
shares of Common Stock that may be issued pursuant to Stock Options granted
under this Plan shall be 1,111,111 shares of Common Stock, which may be
authorized and unissued or treasury shares, subject to any adjustments made in
accordance with Section 6. Any shares of Common Stock that may be issued
pursuant to a Stock Option which for any reason is cancelled or terminated
without having been exercised shall again be available for issuance pursuant to
Stock Options granted under the Plan. The maximum aggregate number of shares of
Common Stock that may be issued pursuant to Stock Options that may be granted to
any single participant within any calendar year during the term of the Plan (as
set forth in Section 16) shall be [_____] shares, subject to the adjustments
provided in Section 6. For purposes of the preceding sentence, such Stock
Options that are cancelled or repriced shall continue to be counted during the
calendar year such Stock Options were granted in determining such maximum
aggregate number of shares of Common Stock that may be granted to any single
participant during the term of the Plan.

        5.      Stock Options. "Stock Options" will consist of awards from the
Company that will enable the holder to purchase a specific number of shares of
Common Stock, at set terms and at a fixed purchase price. Stock Options may be
incentive stock options ("Incentive Stock Options"), within the meaning of
section 422 of the Code, or Stock Options which do not constitute Incentive
Stock Options ("Nonqualified Stock Options"). The Committee will have the
authority to grant to any participant one or more Incentive Stock Options,
Nonqualified Stock Options, or both types of Stock Options. Stock Options shall
be evidenced by agreements in the form attached hereto as Exhibit A or in such
other forms (which need not be identical) as the Committee may from time to time
approve; provided, however, that in the event of any conflict between the
provisions of the Plan and any such agreements, the provisions of the Plan shall
prevail. Each Stock Option shall be subject to terms and conditions consistent
with the Plan as the Committee may impose from time to time, subject to the
following limitations:

        (a)     Exercise Price. Except in the case of Stock Options granted
through assumption of, or in substitution for, outstanding stock options
previously granted by an acquired company, and except as a result of an
adjustment event referred to herein, each Stock Option granted hereunder shall
have such per-share exercise price as the Committee may determine at the date of
grant, subject to subsection (d) below.

        (b)     Payment of Exercise Price. The option exercise price may be paid
in cash or, in the discretion of the Committee determined at the date of grant,
by the delivery of shares of Common Stock of the Company then owned by the
participant, provided such shares have been held for at least six (6) months. In
the discretion of the Committee, payment may also be made by delivering a
properly executed exercise notice to the Company together with a copy of
irrevocable instructions to a broker to deliver promptly to the Company the
amount of sale or



                                       2
<PAGE>

loan proceeds to pay the exercise price. The Committee may prescribe any other
method of paying the exercise price that it determines to be consistent with
applicable law and the purpose of the Plan, including, without limitation, in
lieu of the exercise of a Stock Option by delivery of shares of Common Stock of
the Company then owned by a participant, providing the Company with a notarized
statement attesting to the number of shares owned, where, upon verification by
the Company, the Company would issue to the participant only the number of
incremental shares to which the participant is entitled upon exercise of the
Stock Option. In determining which methods a participant may utilize to pay the
exercise price, the Committee may consider such factors as it determines are
appropriate.

        (c)     Exercise Period. Stock Options granted under the Plan shall be
exercisable at such time or times and subject to such terms and conditions,
including vesting, as shall be determined by the Committee; provided, however,
that no Stock Option shall be exercisable later than ten (10) years after the
date it is granted. All Stock Options shall terminate at such earlier times and
upon such conditions or circumstances as the Committee shall in its discretion
set forth in such option agreement at the date of grant.

        (d)     Limitations on Incentive Stock Options. Incentive Stock Options
may be granted only to participants who are employees of the Company or
subsidiary corporation of the Company at the date of grant and the per share
exercise price may not be less than 100% of the Fair Market Value of the Common
Stock at the date of grant. The aggregate market value (determined as of the
time the option is granted) of the Common Stock with respect to which Incentive
Stock Options are exercisable for the first time by a participant during any
calendar year (under all option plans of the Company) shall not exceed $100,000;
provided that to the extent stock options issued as Incentive Stock Options
first become exercisable during a calendar year in excess of such $100,000
limitation, such excess Stock Option shall be treated as Nonqualified Stock
Options. For purposes of the preceding sentence, Incentive Stock Options will be
taken into account in the order in which they are granted. Incentive Stock
Options may not be granted to any participant who, at the time of grant, owns
stock possessing (after the application of the attribution rules of section
424(d) of the Code) more than 10% of the total combined voting power of all
outstanding classes of stock of the Company or any subsidiary corporation of the
Company, unless the option price is fixed at not less than 110% of the Fair
Market Value of the Common Stock on the date of grant and the exercise of such
option is prohibited by its terms after the expiration of five years from the
date of grant of such option. Notwithstanding anything to the contrary contained
herein, no Incentive Stock Option may be exercised later than ten years after
the date it is granted.

        6.      Adjustment Provisions; Change in Control.

        (a)     If there shall be any change in the Common Stock of the Company,
through merger, consolidation, reorganization, recapitalization, stock dividend,
stock split, reclassification, split up, spin-off, combination of shares,
exchange of shares, dividend in kind or other like change in capital structure
or distribution (other than normal cash dividends) to stockholders of the
Company, an adjustment shall be made to each outstanding Stock Option such that
each such Stock Option shall thereafter be exercisable for such securities, cash
and/or other property as would have been received in respect of the Common Stock
subject to such Stock Option had such Stock Option been exercised in full
immediately prior to such change or



                                       3
<PAGE>

distribution, and such an adjustment shall be made successively each time any
such change shall occur. In addition, in the event of any such change or
distribution, in order to prevent dilution or enlargement of participants'
rights under the Plan, the Committee will have authority to adjust, in an
equitable manner, the number and kind of shares that may be issued under the
Plan, the exercise price applicable to outstanding Stock Options, and the Fair
Market Value of the Common Stock and other value determinations applicable to
outstanding Stock Options. Appropriate adjustments may also be made by the
Committee in the terms of any Stock Options under the Plan to reflect such
changes or distributions and to modify any other terms of outstanding Stock
Options on an equitable basis. In addition the Committee is authorized to make
adjustments to the terms and conditions of, and the criteria included in, Stock
Options in recognition of unusual or nonrecurring events affecting the Company
or the financial statements of the Company, or in response to changes in
applicable laws, regulations, or accounting principles. Notwithstanding the
foregoing, (i) any adjustment with respect to an Incentive Stock Option shall
comply with the rules of section 424(a) of the Code and (ii) in no event shall
any adjustment be made which would render any Incentive Stock Option granted
hereunder other than an incentive stock option for purposes of section 422 of
the Code.

        (b)     In the event of a Change in Control (as defined below), the
Committee, in its discretion, may take such actions as it deems appropriate with
respect to outstanding Stock Options, including, without limitation,
accelerating the exercisability or vesting of such Stock Options.

                The Committee, in its discretion, may determine that, upon the
occurrence of a Change in Control of the Company, each Stock Option outstanding
hereunder shall terminate within a specified number of days after notice to the
holder and, in the event any holder does not exercise such holder's Stock
Options prior to such date of termination, such holder shall receive, with
respect to each share of Common Stock subject to such Stock Option, an amount
equal to the excess of the Fair Market Value of such shares of Common Stock
immediately prior to the occurrence of such Change in Control over the exercise
price per share of such Stock Option, such amount to be payable in cash, in one
or more kinds of property (including the property, if any, payable in the
transaction) or in a combination thereof, as the Committee, in its discretion,
shall determine.

                A "Change in Control" of the Company shall be deemed to have
occurred if, subsequent to the Effective Date of this Plan, (A) any person (as
such term is used in section 13(d) of the Exchange Act) becomes the "beneficial
owner" (as determined pursuant to Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing more than fifty percent
(50%) of the combined voting power of the Company's then outstanding securities,
(B) a majority of the Board of Directors shall consist of persons who are not
Continuing Directors (as defined below), (C) the Company shall merge with or
consolidate into any other corporation, other than a merger or consolidation
which would result in the holders of the voting securities of the Company
outstanding immediately prior thereto holding immediately thereafter securities
representing more than fifty percent (50%) of the combined voting power of the
voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation or (D) the stockholders of the
Company approve and effect a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of all or substantially all
of the Company's assets.



                                       4
<PAGE>

                For purposes of this Agreement, a "Continuing Director" shall
mean, as of the date of determination, any Person who (i) was a member of the
Board of Directors of the Company on the Effective Date of this Plan or (ii) was
nominated for election or elected to the Board of Directors of the Company with
the affirmative vote of a majority of the Continuing Directors who were members
of such Board of Directors at the time of such nomination or election.

        7.      Transferability. Stock Options granted under the Plan to a
participant shall not be transferable otherwise than by will or the laws of
descent and distribution, and shall be exercisable, during the participant's
lifetime, only by the participant. In the event of the death of a participant,
each Stock Option theretofore granted to him or her shall be exercisable during
such period after his or her death as the Committee shall in its discretion set
forth in such Stock Option at the date of grant and then only by the executor or
administrator of the estate of the deceased participant or the person or persons
to whom the deceased participant's rights under the Stock Option shall pass by
will or the laws of descent and distribution. Notwithstanding the foregoing, at
the discretion of the Committee, a Stock Option (other than an Incentive Stock
Option) may be transferred by a participant solely to the participant's spouse,
siblings, parents, children and grandchildren or trusts for the benefit of such
persons or partnerships, corporations, limited liability companies or other
entities owned solely by such persons, including trusts for such persons,
subject to any restriction included in the award of the Stock Option.

        8.      Other Provisions. The award of any Stock Option under the Plan
may also be subject to such other provisions (whether or not applicable to the
Stock Option awarded to any other participant) as the Committee determines, at
the date of grant, appropriate, including, without limitation, for the
installment purchase of Common Stock under Stock Options, for the forfeiture of,
or restrictions on resale or other disposition of, Common Stock acquired under
any Stock Option, for the acceleration of exercisability or vesting of Stock
Options in the event of a Change in Control of the Company, for the payment of
the value of Stock Options to participants in the event of a Change in Control
of the Company, or to comply with federal and state securities laws, or
understandings or conditions as to the participant's employment in addition to
but not inconsistent with those specifically provided for under the Plan.

        9.      Fair Market Value. For purposes of this Plan and any Stock
Options awarded hereunder, Fair Market Value shall be the closing price of the
Company's Common Stock on the date of calculation (or on the last preceding
trading date if Common Stock was not traded on such date) if the Company's
Common Stock is readily tradable on a national securities exchange or other
market system, and if the Company's Common Stock is not readily tradable, Fair
Market Value shall mean the amount determined in good faith by the Committee as
the fair market value of the Common Stock of the Company; provided, however, in
the event of a Change in Control, the Fair Market Value shall be based on the
actual consideration paid for such Common Stock.

        10.     Withholding. All payments or distributions made pursuant to the
Plan shall be net of any amounts required to be withheld pursuant to applicable
federal, state and local tax withholding requirements. If the Company proposes
or is required to distribute Common Stock pursuant to the Plan, it may require
the recipient to remit to it or to the corporation that employs such recipient
an amount sufficient to satisfy such tax withholding requirements prior to the



                                       5
<PAGE>

delivery of any certificates for such Common Stock. In lieu thereof, the Company
or the employing corporation shall have the right to withhold the amount of such
taxes from any other sums due or to become due from such corporation to the
recipient as the Committee shall prescribe. The Committee may, in its discretion
and subject to such rules as it may adopt (including any as may be required to
satisfy applicable tax and/or non-tax regulatory requirements), permit an
optionee to pay all or a portion of the federal, state and local withholding
taxes arising in connection with any Stock Options by electing to have the
Company withhold shares of Common Stock having a Fair Market Value equal to the
amount of tax to be withheld, such tax calculated at rates required by statute
or regulation.

        11.     Tenure. A participant's right, if any, to continue to serve the
Company as a director, officer, employee, or otherwise, shall not be enlarged or
otherwise affected by his or her designation as a participant under the Plan.

        12.     Unfunded Plan. Participants shall have no right, title, or
interest whatsoever in or to any investments which the Company may make to aid
it in meeting its obligations under the Plan. Nothing contained in the Plan, and
no action taken pursuant to its provisions, shall create or be construed to
create a trust of any kind, or a fiduciary relationship between the Company and
any participant, beneficiary, legal representative or any other person. To the
extent that any person acquires a right to receive payments from the Company
under the Plan, such right shall be no greater than the right of an unsecured
general creditor of the Company. All payments to be made hereunder shall be paid
from the general funds of the Company and no special or separate fund shall be
established and no segregation of assets shall be made to assure payment of such
amounts except as expressly set forth in the Plan. The Plan is not intended to
be subject to the Employee Retirement Income Security Act of 1974, as amended.

        13.     No Fractional Shares. No fractional shares of Common Stock shall
be issued or delivered pursuant to the Plan or any Stock Option. The Committee
shall determine whether cash or other property shall be issued or paid in lieu
of fractional shares or whether such fractional shares or any rights thereto
shall be forfeited or otherwise eliminated.

        14.     Duration, Amendment and Termination. No Stock Options shall be
granted more than ten years after the Effective Date; provided, however, that
the terms and conditions applicable to any Stock Option granted prior to such
date may thereafter be amended or modified by mutual agreement between the
Company and the participant or such other persons as may then have an interest
therein. The Committee may amend the Plan from time to time or suspend or
terminate the Plan at any time. However, no action authorized by this Section 14
shall reduce the amount of any outstanding Stock Option or change the terms and
conditions thereof without the participant's consent. No amendment of the Plan
shall, without approval of the stockholders of the Company, (i) increase the
total number of shares of Common Stock which may be issued under the Plan or the
maximum number of shares of Common Stock that may be granted to any individual
under the Plan or (ii) modify the requirements as to eligibility for Stock
Options under the Plan; provided, however, that no amendment may be made without
approval of the stockholders of the Company (i) if the amendment will disqualify
any Incentive Stock Options granted hereunder, or (ii) whenever the Company
shall have a class of equity securities registered pursuant to section 12 of the
Exchange Act, where absent such approval, the amendment would violate any rules
or regulations of the New York Stock Exchange, any other



                                       6
<PAGE>

securities exchange, or the National Association of Securities Dealers, Inc.
that are applicable to the Company.

        15.     Governing Law. This Plan, Stock Options granted hereunder, and
actions taken in connection herewith shall be governed and construed in
accordance with the laws of the State of Delaware (regardless of the law that
might otherwise govern under applicable Delaware principles of conflict of
laws).

        16.     Effective Date.

        (a)     The Plan is adopted to give effect to the Company's plan of
reorganization under chapter 11 of title 11 of the United States Code (the
"Bankruptcy Code") pursuant the confirmation order dated August 25, 2004, of the
United States Bankruptcy Court for the Southern District of New York. The Plan
shall be effective as of October 20, 2004 (the "Effective Date"), provided that
the Plan is approved by the stockholders of the Company within 12 months of the
Effective Date. Such approval of stockholders shall be a condition to the right
of each participant to receive any Stock Options hereunder. Any Stock Options
granted under the Plan prior to such approval of stockholders shall be effective
as of the date of grant (unless, with respect to any Stock Option, the Committee
specifies otherwise at the time of grant), but no such Stock Option may be
exercised or settled and no restrictions relating to any Stock Option may lapse
prior to such stockholder approval, and if stockholders fail to approve the Plan
as specified hereunder, any such Stock Options shall be cancelled.

        (b)     This Plan shall terminate on October 20, 2014 (unless sooner
terminated by the Committee).

                                    * * * * *

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]



                                       7
<PAGE>

        IN WITNESS WHEREOF, the Company has caused this 2004 Stock Option Plan
to be signed by the undersigned duly authorized officer of the Corporation as of
October 20, 2004.


                                             /s/ JOSEPH M. FIAMINGO
                                             -----------------------------------
                                             Name:  Joseph M. Fiamingo
                                             Title: Chief Executive Officer










                                       8


<PAGE>

                                    EXHIBIT A

                        [FORM OF STOCK OPTION AGREEMENT]


                         INTERNATIONAL WIRE GROUP, INC.
                       NONQUALFIED STOCK OPTION AGREEMENT

        THIS AGREEMENT (this "Agreement") is made and entered into between
International Wire Group, Inc., a Delaware corporation ("Group"), and the
undersigned (the "Holder") in connection with the grant of an Option
(hereinafter defined) under the International Wire Group, Inc. 2004 Stock Option
Plan (the "Plan").


                                   WITNESSETH:

        WHEREAS, the Holder is an employee of Group or a subsidiary corporation
thereof (such subsidiary corporation sometimes referred to herein as "Related
Entities"; Group and the Related Entities are collectively referred to herein as
the "Corporation") in a key position or is an officer and/or director of the
Corporation, and Group desires to grant the Holder an Option through the Plan to
purchase shares of Stock (hereafter defined) of Group, and Holder desires to
accept the Option upon the terms, conditions and covenants set forth herein and
in the Plan.

        NOW, THEREFORE, in consideration of these premises, the parties agree
that the following shall constitute the agreement between the Corporation and
the Holder:

        1.      DEFINITIONS. For purposes of this Agreement, the following terms
shall have the meanings specified below:

        1.1     "Board of Directors" shall mean the board of directors of Group.

        1.2     "Cause" shall be as defined by any employment agreement
applicable to Holder or, if none, shall mean termination of employment of Holder
because of (i) Holder's conviction of, or plea of nolo contendere (or other
similar plea) to, a felony or a crime involving moral turpitude; (ii) Holder's
personal dishonesty, incompetence, willful misconduct, willful violation of any
law, rule, or regulation (other than minor traffic violations or similar
offenses) or breach of fiduciary duty which involves personal profit; (iii)
Holder's commission of material mismanagement in the conduct of Holder's duties
as assigned to him; (iv) Holder's willful failure to execute or comply with the
policies of the Corporation; (v) Holder's failure to properly perform Holder's
stated established duties, or intentional failure to perform Holder's stated
duties; or (vi) the illegal use of drugs on the part of Holder.

        1.3     "Code" shall mean the Internal Revenue Code of 1986, as amended.

        1.4     "Committee" shall have the meaning ascribed to such term under
the Plan.

        1.5     "Confidential Information" shall mean information about the
Corporation, including its respective businesses, products and practices,
disclosed to or known by the Holder as a direct or indirect consequence of or
through the employment by the Corporation. However,



                                      A-1
<PAGE>

Confidential Information shall not include under any circumstances any
information with respect to the foregoing matters which is (i) available to the
public from a source other than Holder, (ii) released in writing by the
Corporation to the public or (iii) the subject of a written waiver executed by
the Corporation for the benefit of Holder.

        1.6     "Disability" shall be construed under the appropriate provisions
of the long-term disability plan maintained for the benefit of employees of the
Corporation who are regularly employed on a salaried basis. The determination of
a Holder's Disability, and the date of its commencement, shall be determined in
good faith solely by the Committee.

        1.7     "Fair Market Value" shall mean the closing price of the Stock on
the date of calculation (or on the last preceding trading date if the Stock was
not traded on such date) if the Stock is readily tradable on a national
securities exchange or other market system, and if the Stock is not readily
tradable, Fair Market Value shall mean the amount determined in good faith by
the Committee as the fair market value of the Stock.

        1.8     "Securities Act" shall mean the Securities Act of 1933, as
amended.

        1.9     "Stock" shall mean Group's authorized par value $0.01 per share
Common Stock together with any other securities with respect to which Options
(hereinafter defined) or other rights granted hereunder may become exercisable.

        2.      GRANT OF NONQUALIFIED OPTION. Subject to the terms and
conditions set forth herein, Group grants to the Holder an Option (the "Option")
to purchase from Group at a price per share (the "Exercise Price") the number of
shares of Stock (the "Option Shares") as both are set out on the signature page
hereof subject to adjustments as provided in Paragraph 9 hereof. The Option is
not intended to be an incentive option within the meaning of Section 422(a) of
the Code.

        3.      NOTICE OF EXERCISE. This Option may be exercised, in accordance
with Paragraph 8, to purchase all or a portion of the applicable number of
Option Shares exercisable by written notice to Group as provided in Paragraph
12, which notice shall:

                (a)     specify the number of shares of Stock to be purchased at
the Exercise Price;

                (b)     if the person exercising this Option is not the named
Holder, contain or be accompanied by evidence satisfactory to the Committee of
such person's right to exercise this Option; and

                (c)     be accompanied by (i) payment in full of the Exercise
Price in the form of a certified or cashier's check payable to the order of
Group, (ii) with the Committee's approval, payment in the form of shares of
Stock owned by the Holder which are of at least equal value to the aggregate
Exercise Price payable in connection with such exercise, provided, such shares
have been held for at least six (6) months or (iii) with the Committee's
approval, a combination of any of (i) - (ii). The Committee may grant or
withhold its approval under any or all of the foregoing subsections (ii) or
(iii) in its sole and absolute discretion.



                                      A-2
<PAGE>

        4.      INVESTMENT LETTER. Unless there is in effect a registration
statement under the Securities Act with respect to the issuance of the Option
Shares (and, if required, there is available for delivery a prospectus meeting
the requirements of Section 10(a)(3) of the Securities Act), the Holder (or, in
the event of his death, the person exercising the Option) shall, as an absolute
condition to his right to exercise the Option, deliver to Group an agreement or
certificate containing such representations, warranties, and covenants as Group
may deem necessary or appropriate to ensure that the issuance of shares of Stock
pursuant to such exercise is not required to be registered under the Securities
Act or any applicable state securities law. It is understood and agreed that
under no circumstance shall Group be obligated to file any registration
statement under the Securities Act or any applicable state securities law to
permit exercise of the Option or to issue any Stock in violation of the
Securities Act or any applicable state securities law.

        5.      TRANSFER AND EXERCISE OF NONQUALIFIED OPTION. The Option is not
transferable by the Holder otherwise than by operation of law or by will or the
laws of descent and distribution, and is exercisable, during the Holder's
lifetime, only by the Holder. The Option may not be assigned, transferred
(except by operation of law or by will or the laws of descent and distribution),
pledged, or hypothecated in any way and shall not be subject to execution,
attachment, or similar proceeding. Any attempted assignment, transfer, pledge,
hypothecation, or other disposition of the Option or any rights hereunder or
thereto contrary to the provisions hereof, and the levy of any attachment or
similar proceeding upon the Option, shall be null and void and without effect.
Notwithstanding the foregoing, the Option may be transferred by the Holder
solely to the Holder's spouse, siblings, parents, children and grandchildren or
trusts for the benefit of such persons or partnerships, corporations, limited
liability companies or other entities owned solely by such persons, including
trusts for such persons.

        6.      STATUS OF HOLDER. The Holder shall not be deemed a stockholder
of Group with respect to any of the shares of Stock subject to this Option,
except to the extent that such shares shall have been purchased and issued.
Group shall not be required to issue or transfer any certificates for shares of
Stock purchased upon exercise of this Option until there is compliance with all
applicable requirements of law and this Agreement. This Agreement is not a
contract of employment and the terms of the Holder's employment shall not be
affected hereby or by any agreement referred to herein except to the extent
specifically so provided herein or therein. Nothing herein shall be construed to
impose any obligation on the Corporation to continue the Holder's employment.

        7.      NO EFFECT ON CAPITAL STRUCTURE. This Option shall not affect the
right of Group to reclassify, recapitalize or otherwise change its capital or
debt structure or to merge, consolidate, convey any or all of its assets,
dissolve, liquidate, windup, or otherwise reorganize and, by acceptance of this
Agreement, Holder agrees that Holder has no standing before any court to object
to or contest any such action.

        8.      CONDITIONS AND SCHEDULE FOR EXERCISE. Except as otherwise
provided herein, all Options shall expire no later than ten (10) years from the
date of this Agreement (the "Expiration Date"). Holder shall be entitled to
exercise the Options granted herein in accordance with the vesting schedule set
forth on the signature page hereof. Notwithstanding the provisions of the
immediately preceding sentence, all Option Shares shall become exercisable
immediately prior



                                      A-3
<PAGE>

to a Change in Control (as defined in the Plan) subject, however, to the
consummation of the Change in Control.

        All other provisions of this Agreement to the contrary notwithstanding,
in the event of the termination of Holder's employment with the Corporation
either due to Holder's voluntary resignation or the Corporation's termination of
Holder for Cause, all rights under this Agreement and the Option shall terminate
and shall thereupon be null and void effective upon such termination; provided,
however, any shares of Stock obtained through exercise prior to such termination
date in accordance with the terms of this Agreement shall remain the sole and
absolute property of the Holder.

        In the event of the termination of Holder's employment with the
Corporation other than as a result of Holder's voluntary resignation or Holder's
termination by the Corporation for Cause, all rights under this Agreement and
the Option shall terminate and shall become null and void effective on the later
of (i) the date upon which Holder is no longer entitled to receive any benefits
from Group or any of its subsidiaries pursuant to any employment agreement
applicable to Holder or, in the absence of any employment agreement applicable
to Holder, (ii) thirty (30) days (or 180 days if because of death or Disability)
after such termination (as applicable, the "Extended Exercisability Period");
provided, however, that in no event shall the Extended Exercisability Period
extend beyond the Expiration Date; and provided, further, any shares of Stock
obtained through exercise prior to such termination date in accordance with the
terms of this Agreement shall remain the sole and absolute property of the
Holder. During such Extended Exercisability Period, Holder (or Holder's legal
representative in the event that Holder's employment with the Corporation is
terminated because of death) shall have the right to exercise the Option with
respect to all or any part of the shares of Stock which Holder was entitled to
purchase immediately prior to the time of such termination.

        9.      ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER, ETC. AND
ACCELERATION OF EXERCISABILITY. In the event that, by reason of any merger,
consolidation, combination, liquidation, reorganization, recapitalization, stock
dividend, stock split, split-up, split-off, spin-off, combination of shares,
exchange of shares or other like change in capital structure of Group (each, a
"Reorganization"), the Stock is substituted, combined, or changed into any cash,
property, or other securities, or the shares of Stock are changed into a greater
or lesser number of shares of Stock, the number and/or kind of shares and/or
interests subject to an Option and the Exercise Price or value thereof shall be
appropriately adjusted by the Committee to give appropriate effect to such
Reorganization. Any fractional shares or interests resulting from such
adjustment shall be eliminated.

        All of the provisions of this paragraph to the contrary notwithstanding,
Group shall have the right to grant stock appreciation right agreements to
others and/or issue additional stock options, if such options are to others out
of authorized but unissued shares, even though the result of such stock
appreciation right agreements and/or stock options dilute either the percentage
of ownership of the Holder or the value per share of any Stock or Option herein
granted and, in any such event, Holder's rights hereunder shall not be increased
in any way.

        10.     COMMITTEE AUTHORITY. Any question concerning the interpretation
of this Agreement, any adjustments required to be made under Paragraph 9 of this
Agreement, and any



                                      A-4
<PAGE>

controversy which may arise under this Agreement and/or any paragraph hereof
shall be finally determined by the Committee in its sole and absolute
discretion.

        11.     PLAN CONTROLS. The terms of this Agreement are governed by the
terms of the Plan, which is made a part hereof as if fully set forth herein, and
in the case of any inconsistency between the terms of this Agreement and the
terms of the Plan, the terms of the Plan shall control.

        12.     NOTICE. Whenever any notice is required or permitted hereunder,
such notice must be in writing and personally delivered, sent by mail or sent by
overnight courier. Any notice required or permitted to be delivered hereunder
shall be deemed to be delivered on the date which it is personally delivered,
or, whether actually received or not, on the third business day after it is
deposited in the United States mail, certified or registered, postage prepaid or
next business day after it is sent by overnight courier, addressed to the person
who is to receive it at the address which such person has theretofore specified
by written notice delivered in accordance herewith. Group or Holder may change,
at any time and from time to time, by written notice to the other, the address
previously specified for receiving notices. Until changed in accordance
herewith, Group and the Holder specify their respective addresses as set forth
below on the signature lines on the last page hereof.

        13.     AWARD INFORMATION CONFIDENTIAL. As partial consideration for the
granting of this Option, the Holder agrees that Holder will keep confidential
all information and knowledge that Holder has relating to the manner and amount
of participation in the Plan; provided, however, that such information may be
disclosed as required by law and may be given in confidence to the Holder's
spouse, tax and financial advisors, or to a financial institution to the extent
that such information is necessary to secure a loan.

        14.     TAX WITHHOLDING. By acceptance hereof, Holder hereby (i) agrees
to reimburse the Corporation by which Holder is employed for any federal, state,
or local taxes required by any government to be withheld or otherwise deducted
by such Corporation in respect of Holder's exercise of all or a portion of the
Option; (ii) authorizes the Corporation by which the Holder is employed to
withhold from any cash compensation paid to the Holder or on the Holder's
behalf, an amount sufficient to discharge any federal, state, and local taxes
imposed on the Corporation by which the Holder is employed, in respect of the
Holder's exercise of all or a portion of the Option; and (iii) agrees that Group
may, in its discretion, hold the stock certificate to which Holder is entitled
upon exercise of the Option as security for the payment of the aforementioned
withholding tax liability, until cash sufficient to pay that liability has been
accumulated, and may, in its discretion, effect such withholding by retaining
shares issuable upon the exercise of the Option having a Fair Market Value on
the date of exercise which is equal (in the judgment of such Corporation) to the
amount to be withheld.

        15.     CONFIDENTIAL INFORMATION. As partial consideration of the
granting of this Option, the Holder agrees that during Holder's employment with
the Corporation or at any time thereafter, irrespective of the time, manner or
cause of the termination of this Agreement, Holder will not directly or
indirectly reveal, divulge, disclose or communicate to any person or entity,
other than authorized officers, directors and employees of the Corporation, in
any manner whatsoever, any Confidential Information of the Corporation or any
direct or indirect subsidiary



                                      A-5
<PAGE>

of the Corporation without the prior written consent of the Chairman of the
Board of Group. Given the nature of the Confidential Information, the
Corporation may be irreparably damaged by any unauthorized disclosure of any
Confidential Information. Without prejudice to the rights and remedies otherwise
available to the Corporation, Holder agrees that the Corporation shall be
entitled to seek equitable relief, including an injunction or specific
performance, in the event of any breach of this Paragraph 15.

        16.     SUCCESSORS. Except as otherwise provided herein, this Agreement
is binding on and enforceable by the heirs, successors, and assigns of the
parties.

        17.     GOVERNING LAW. This Agreement shall be governed by the laws of
the State of Delaware, except to the extent that Delaware law is preempted by
Federal law.

        18.     RESTRICTION ON SHARES. Holder acknowledges and agrees that upon
exercise of the Option, if required in the opinion of counsel to Group, the
certificates for Common Stock, when issued, will have substantially the
following legend:

        THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
        UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT TO THE
        SECURITIES OR "BLUE SKY" LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE
        OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED,
        EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH
        SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT, (ii) RULE 144 UNDER SUCH
        ACT, OR (iii) ANY OTHER EXEMPTION FROM REGISTRATION UNDER SUCH ACT.

        19.     ENFORCEABILITY; BINDING EFFECT. If any provision of this
Agreement shall be held invalid or unenforceable by any court of competent
jurisdiction, such ruling shall not invalidate or render unenforceable the other
provisions of this Agreement, unless the result of such invalidation or
unenforceability shall be to deprive a party of the essential benefit of its
bargain under this Agreement, in which event either adversely affected party may
immediately terminate this Agreement. If any provision of this Agreement is
found to be unenforceable, the unenforceable provision shall be deemed modified
to the extent required to permit its enforcement in a manner most closely
representing the intent of the parties as expressed herein and all other
provisions shall be and remain in full force and effect. Subject to the
prohibition on assignments, this Agreement shall be binding upon and inure to
the benefit of the parties to this Agreement and their legal representatives,
successors and assigns.


                                    * * * * *

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


                                      A-6
<PAGE>

        IN WITNESS WHEREOF, Group has caused this Nonqualified Stock Option
Agreement to be executed and the Holder has hereunto set Holder's hand as of
_______________.


GROUP:                              INTERNATIONAL WIRE GROUP, INC.
                                    101 South Hanley
                                    St. Louis, Missouri 63105




                                    By:
                                       ----------------------------------------

                                    Name:
                                         --------------------------------------

                                    Title:
                                          -------------------------------------




HOLDER:
                                    --------------------------------------------

                                    Address:
                                            -----------------------------------

                                    --------------------------------------------

                                    --------------------------------------------


OPTION TERMS:


Number of Option Shares:
                                    -------------------------------------------

Exercise Price:                     $_____ per share

Date of Grant:
                                    -------------------------------------------

Vesting Schedule:                   1/3 of the Option Shares shall be
                                    exercisable on or after the Date of Grant;
                                    an additional 1/3 of the Option Shares shall
                                    be exercisable on or after the second
                                    anniversary of the Effective Date (as
                                    defined in the Plan); and the remaining 1/3
                                    of the Option Shares shall be exercisable on
                                    or after the third anniversary of the
                                    Effective Date.

Expiration Date:                    10 years from the Date of Grant



                                      A-7