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 WILLIAM D. O'HAGAN, an
individual residing at 9563 South Fox Hill Circle, Germantown, Tennessee (the "Executive").
WHEREAS, the Executive has entered into an Employment Agreement with the Employer, effective as of
January 1, 1994, as amended by an Amendment, effective as of August 10, 1995 and as further amended by an
Amendment effective as of June 6, 1997 (the "Existing Employment Agreement"); and
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 President
and Chief Executive Officer of the Employer, for a term commencing as of the date hereof, and ending on
December 31, 2002 (the "Employment Period"). The preceding sentence notwithstanding, the Executive's
employment hereunder may be terminated earlier in accordance with Section 4 hereof.
2. Duties and Authority.
During the Employment Period the Executive shall serve as President and Chief Executive Officer of the
Employer. The Executive shall devote his best efforts and full working time and attention to services for the
Employer. The Executive agrees to hold any additional office or position with the Employer or any of the
Employer's manufacturing subsidiaries without additional compensation if elected or appointed to such