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").
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 entiret