**Exhibit10.2.6**

 

THE DOE RUN RESOURCES CORPORATION1801 PARK 270 DRIVEST. LOUIS, MISSOURI  63146

        February 22, 2006

Marvin Kaiser

c/o The Doe Run ResourcesCorporation1801 Park 270 DriveSt. Louis, Missouri  63146

Re:                               First Amendment to Amended and RestatedNet Worth Agreement dated July 1, 2005

Dear Mr. Kaiser:

The Amended and RestatedNet Worth Agreement dated July 1, 2005 between The Doe Run ResourcesCorporation (the “Company”) and yourself is hereby amended as follows:

Section 3  Net Worth Appreciation Benefit —

1)                                                                                      In the definition of “Net Worth Increment”,the phrase “as at the end of its fiscal quarter immediately preceding the dateof your termination” is deleted and replaced with “at April 30, 2006”.

2)                                                                                      In the definition of “Payment”, thephrase “(the calculation period shall end at the end of the Company’s fiscalquarter immediately preceding your date of termination)” is deleted andreplaced with “(the calculation period shall end on April 30, 2006)”.

Section 4 Payment— The phrase “three months after the termination of your employment” in thefirst sentence of Section 4 is deleted and replaced with “July 1, 2006”.

Section 5 Dividends;Sale of Substantially All  of the Company’sStock or Assets - Section 5b is deleted in its entirety and replaced withthe following:

b)            If prior to November 1, 2006 all or substantially all thestock or assets of the Company shall be sold to a person who is not anaffiliate of Ira Leon Rennert, or if The Renco Group, Inc. sells a controllinginterest in the Company, then, upon the closing of such sale, any Payment ascalculated under Section 3 — Net Worth Appreciation Benefit, remaining owing toyou shall, irregardless of Section 4 — Payment, be immediately paid to you inone payment and neither you nor the Company shall have any further rights orliabilities hereunder.

Section 6  Condition Precedent — The section isdeleted in its entirety and replaced with the following:

“The Company’s obligationto make the Payment to you shall be conditioned on your faithful adherence toyour employment arrangement with the Company and on your refraining fromengaging, during the period over which such payments are to be made to you,directly or indirectly in any activity which is competitive with the businessengaged in by the 

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Companyon February 28, 2006.  If you do notfaithfully adhere to your employment arrangement with the Company or you engagein any such competitive activities, then we shall no longer be obligated tomake any Payments to you hereunder.”

Section 7 — Notice

The first sentence isdeleted and replaced with:

1.    Anynotice to be sent pursuant hereto shall be sent by hand, certified orregistered mail or overnight service to you, at 506 State Route 2205, P.O. Box39, Mayfield, KY 42066, with a copy to 13577 East Wethersfield Road,Scottsdale, AZ 85259, and a copy to The Renco Group, Inc. at30 Rockefeller Plaza, New York, NY 10112, 42nd floor, tothe attention of Ira Leon Rennert, or to any other address which the Company orRenco may designate by notice in writing.

Section 8  Legal Fees and Costs — This section isadded.

In the event either partyelects to enforce any provision of this agreement through legal action, thereasonable legal fees and costs incurred by the prevailing party in suchaction, shall be paid by the other party.

Section 9 Effectiveness— This section is added.

The above amendment iseffective upon the termination of your employment on February 28, 2006.

Please confirm that theforegoing correctly sets forth our agreement with respect to your net worthappreciation benefit by signing and returning the enclosed copy of this letter.

 

 
|   | Very truly  yours,                  |
|--------|-------------------------------------|
|   |                                |
|   |                                |
|   | The Doe Run  Resources Corporation. |
|   |                                |
|   |                                |
|   | /s/ Ira Leon  Rennert               |
|   | Ira Leon Rennert                    |
|   | Chairman of the  Board              |

Accepted and Agreed to:

 
| /s/ M. K. Kaiser |   |
|------------------|--------|
| Marvin Kaiser    |   |

 

 

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