MUELLER INDUSTRIES, INC.
AMENDMENT NO. 1 TO AMENDED AND RESTATED CONSULTING AGREEMENT
This Amendment No. 1 to the Amended and Restated Consulting Agreement (the “ Amendment
”) is made as of December 2, 2008, by and between Mueller Industries, Inc., a Delaware corporation (the “
Company ”), and Harvey Karp (“ Executive ”).
WHEREAS , the Company and Executive are parties to an Amended and Restated Consulting
Agreement dated as of October 25, 2007 (the “ Consulting Agreement ”); and
WHEREAS , the Company and Executive desire to amend the Consulting Agreement.
NOW, THEREFORE , the parties agree as follows:
1. Section 1 of the Consulting Agreement shall be amended in its entirety to read as follows:
“This Agreement shall become effective (the “Effective Date”) upon the termination of Executive’s
employment as Chairman of the Company, provided that the Executive’s employment has not been terminated by
the Company for Cause or on account of the Executive’s death or permanent disability, and provided further that
such termination of Executive’s employment also constitutes a “separation from service” as defined in Treas. Reg.
2. Section 4(b) of the Consulting Agreement shall be amended in its entirety to read as follows:
“The Executive shall be entitled to reimbursement for reasonable business and travel expenses incurred in
the performance of his duties in accordance with the Company’s normal reimbursement practices. To the extent
that any right to reimbursement of expenses under this Agreement constitutes nonqualified deferred compensation
(within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)), such
expense reimbursement shall be made by the Company no later than the last day of the taxable year following the
taxable year in which such expense was incurred by the Executive.”
3. Section 4(c) of the Consulting Agreement shall be amended in its entirety to read as follows: