**Exhibit10.1.12**

AMENDMENT TWO

 

TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENTAGREEMENT

 

DatedFebruary 17, 2006

The Doe Run Resources Corporation (the “Company”) andMarvin Kaiser (the “Employee” or “you”) agree, effective February 23, 2006, toamend the Amended and Restated Executive Employment Agreement, dated October 312002, between the Company and Employee, by:

 

# Section 1 — Terms and Duties

 

The first sentence of Section 1 is deletedand replaced with:

 

“The Employment Term shall end on February28, 2006 and until such date the Company shall employ the Employee as itsExecutive Vice President and Chief Administrative Officer.”

 

A new final sentence is added as follows:

 

“Except for the provisions of the Agreementwhich specifically are stated to survive its termination, this Agreement shallterminate on February 28, 2006.”

 

# Section 9 — Benefits

 

The following is added to Section 9:

 

“As of March 1, 2006, the Employee will be eligible tocontinue coverage under the Company’s medical plan pursuant to the retireemedical coverage otherwise available to retiring employees who have attained acertain age and accrued a certain number of years of service.  From March 1, 2006 to October 31, 2006, theCompany shall pay on the Employee’s behalf the monthly contribution otherwisepayable by the Employee under the terms of the retiree medical plan coverage,to the extent that such coverage is made available by the Company to itssalaried employees at such time.  Inaddition, from March 1, 2006 through October 31, 2006 (or, if earlier, the datethe Employee’s spouse is no longer eligible for coverage under the terms of theretiree medical plan), the Company shall also pay on the Employee’s behalf themonthly premium otherwise payable by the Employee or the Employee’s spouseunder the terms of the retiree medical plan to cover the Employee’s spouse, tothe extent that such coverage is made available by the Company to its salariedemployees at such time.  Any otherEmployee out-of-pocket costs applicable under the retiree medical plan(including but not limited to deductibles, co-payments and co-insurances) shallbe paid by the Employee and/or the Employee’s spouse pursuant to the terms ofthe retiree medical plan.  

 

 

# Section 5 — Early Termination of Employment Term onDisability or Death and

# Section 13 — Automatic Renewal

 

These sections are deleted in their entirety.

 

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Section 11 — Indemnification

 

The final sentence of Section 11 is deletedand replaced with:

 

“The defense and indemnification provisionscontained in this Section 11 survive the termination of the Employment Term,and apply to all past, present, and future proceedings, whether known orunknown, including all civil or criminal proceedings, judgments, liabilities,claims, demands, damages, amounts paid in settlement, fines, penalties,punitive damages, actions, causes of action of any type or kind whatsoever,suits, losses, attorneys’ fees, costs, and expenses, arising out of, inconnection with, or in any way related to his serving or having served as an officeror employee of, or as a consultant to, the Company or any predecessor thereofor at the request of the Company or any predecessor thereof.

 

The Company’s agreement to defend andindemnify the Employee, which is contained in this Section 11 of the Agreement,shall be construed as agreements independent of any other provision of thisAgreement, and the existence of any claim or cause of action by the Companyagainst the Employee, whether predicated on this Agreement or otherwise,including termination for cause, shall not constitute a defense to theenforcement by the Employee of this agreement by the Company to defend andindemnify the Employee.”

 

# Section 15 — Notices

 

The section is deleted and replaced with:

 

Notices under thisAgreement shall be in writing and shall be sent by telegraph or by certified orregistered mail, telecopy, or recognized overnight delivery service (such asFederal Express) prepaid as follows:

 

**To Employee:**

 

MarvinK. Kaiser

506 State Route 2205

P.O. Box 39

Mayfield, KY 42066

 

**with acopy to:**

 

Marvin K. Kaiser

13577 East Wethersfield Road

Scottsdale, AZ 85259

 

**To theCompany:**

 

TheDoe Run Resources Corporation

1801Park 270 Drive

St.Louis, Missouri 63146

 

Attention:      Ms.Barbara A. Shepard

Vice President Human Resources &Community Relations

 

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**with a copy to:**

 

TheRenco Group, Inc.

30Rockefeller Plaza

42ndFloor

NewYork, NY 10111

 

and shall be deemed to have been given when telecopied to the addressor three days after placed in the mail or the second business day following deliveryto a recognized overnight delivery service (such as Federal Express) or atelegraph company, prepaid and properly addressed.  Notices to the Employee may also be deliveredto him personally.  Notices of change ofaddress shall be given as provided above, but shall be effective only whenactually received.

 

Section 17 — EntireAgreement; Governing Law.

 

A new final paragraph is added as follows:

 

In the event either party elects to enforceany provision of this agreement through legal action, the reasonable legal feesand costs incurred by the prevailing party in such action shall be paid by theother party.

 

Section 18 — Consideration

 

As partial consideration for amending theExecutive Employment Agreement the Company will make the following payments, less any authorized or required payrolldeductions:

(a)          upon signingthis agreement by both parties, $98,194.00 and

(b)         $12,274. 00 onthe 15th and last day of the months of July, August, September andOctober 2006.

 

IN WITNESS WHEREOF, the parties hereto havecaused this Amendment to be duly executed as of the date first written above.

 

 
|   | THE DOE RUN RESOURCES     |
|--------|---------------------------|
|   | CORPORATION               |
|   | d/b/a The Doe Run Company |
|   |                      |
|   | /s/ Ira Leaon Rennert     |
|   | Ira Leon Rennert          |
|   | Chairman of the Board     |
|   |                      |
|   | /s/ M. K. Kaiser          |
|   | Marvin Kaiser             |
|   | Employee                  |
|   |                      |

 

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