AMENDED AND RESTATED
AMENDED AND RESTATED EMPLOYMENT AGREEMENT, effective as of September 17, 1997, by and
between MUELLER INDUSTRIES, INC., a Delaware corporation having its principal address at 6799 Great
Oaks Road, Suite 200, Memphis, Tennessee 38138 (the "Employer"), and HARVEY KARP, an individual
residing at West End Road, (P.O. Box 30) East Hampton, New York 11937 (the "Executive").
WHEREAS, the Executive has entered into an Employment Agreement with the Employer, effective as of
October 1, 1991, as amended by an Amendment, effective as of January 1, 1994 (the "Existing Employment
WHEREAS, the Executive and the Employer wish to modify the terms of the Existing Employment Agreement by
amending and restating the Existing Employment Agreement in the form of this Amended and Restated
Employment Agreement (the "Agreement");
NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the Executive and the
Employer hereby amend and restate the Existing Employment Agreement as follows:
1. Term of Employment.
The Employer agrees to employ the Executive, and the Executive hereby accepts such employment, as Chairman
of the Board of Directors 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. Duties and Authority.
a. During the Employment Period the Executive shall serve as Chairman of the Board of Directors of the
Employer. The Executive shall devote his best efforts and full working time and attention to services for the
Employer. The Executive agrees t