AMENDMENT
AMENDMENT, effective May 12, 2000, to AMENDED AND RESTATED EMPLOYMENT
AGREEMENT, by and between MUELLER INDUSTRIES, INC., a Delaware corporation
having its principal place of business at 8285 Tournament Drive, Memphis,
Tennessee 38125 (the "Employer"), and WILLIAM D. O'HAGAN, an individual
residing at 3281 Remington Trace, Apt. 303, Memphis, TN 38125 (the
"Executive").
WITNESSETH:
WHEREAS, the parties desire to amend the Amended and Restated
Employment Agreement, dated as of September 17, 1997, between Employer and
Executive ((the "Employment Agreement); the Employment Agreement, as
amended effective May 12, 2000, being hereinafter called the "Agreement").
NOW, THEREFORE, the parties agree as follows:
1. Section 1 of the Agreement is amended in its entirety to read as
follows: "The Employer agrees to employ the Executive, and the
Executive hereby accepts such employment, as President and Chief
Executive Officer of the Employer. This Agreement shall have a
three-year rolling term, which shall commence as of the date first
above written and automatically be extended so that the unexpired
term on any date is always three years (the "Employment Period"),
until such time as either party gives written notice to the other
of its election not to extend such term. The Employment Period
shall end three years from the date on which such notice is given
unless it is terminated earlier as provided in Section 4 hereof."
2. Section 4 e of the Agreement shall be amended in its entirety to
read as follows: "If the Executive's employment is terminated for
Cause pursuant to Section 4(b), or if the Executive shall
voluntarily resign for any reason other than Good Reason, the
Executive's right to receive the Base Salary (except any accrued
and unpaid salary), the Bonus, and any other compensation and
benefits to which he would otherwise be entitled under this
Agreement shall be forfeited as of the date of termination of
employment."
3. Section 4 f of the Agreement shall be deleted in its entirety.
4. Section 5 of the Agreement shall be amended by changing the address
of Willkie Farr & Gallagher to 787 Seventh Avenue, New York, New
York 10019.
5. Section 7 of the Agreement shall be deleted in its entirety.
6. Except as expressly amended by this Agreement, the remaining terms
and provisions of the Employment Agreement shall remain unchanged
and continue in full force and effect.
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7. This Amendment may be executed in counterparts, each of which shall
be deemed an original but which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties have executed or caused to be
executed this Amendment as of the date first above written.
MUELLER INDUSTRIES, INC.
By: /S/HARVEY L. KARP /S/WILLIAM D. O'HAGAN
Name: Harvey L. Karp William D. O'Hagan
Title: Chairman
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