AMENDMENT, effective as of August 10, 1995, to EMPLOYMENT AGREEMENT by and between
MUELLER INDUSTRIES, INC., a Delaware corporation having its principle address at 2959 North Rock
Road, Wichita, Kansas 67226 ( the "Employer") and WILLIAM D. O'HAGAN, an individual residing at 1104
North Linden Circle, Wichita, Kansas 67206 (the "Executive").
WHEREAS, the parties desire to amend the Employment Agreement, dated as of January 1, 1994, between
Employer and Executive (the "Employment Agreement"); the Employment Agreement, as amended effective as of
August 10, 1995, being hereinafter called the "Agreement").
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto covenant
and agree as follows:
1. In section 1 of the Agreement the phrase "ending on December 31, 1996" is amended to read as follows:
"ending on December 31, 1999".
2. Section 3 a (i) of the Agreement shall be revised to read as follows: " a base salary for the first calendar year at
a rate of $375,000.00 per annum to be paid in equal installments in accordance with normal payroll practices of
the Employer but not less frequently than monthly, provided that in each subsequent calendar year or part thereof
during which the Executive is employed commencing in 1996, Executive's base salary shall be adjusted upward
annually from Executive's 1995 base salary in relation to increases granted to other key executives (the "Base
3. Section 3 a of the Agreement shall be amended by adding the following clause iv to the end of Section 3a:
"iv. an option (the "Second Option") to acquire a total of fifty-five thousand (55,000) shares of common stock of
the Employer, of which eleven thousand five hundred (11,500) shares has been granted pursuant to the 1991
Incentive Stock Option Plan, and forty-three thousand five hundred (43,500) shares has been granted pursuant
to the 1994 Stock Option Plan by the Compensation Committee, such option to be in the form and subject to