Exhibit
10.1.12


AMENDMENT TWO


 


TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT
AGREEMENT


 


Dated
February 17, 2006


The Doe Run Resources Corporation (the “Company”) and
Marvin Kaiser (the “Employee” or “you”) agree, effective February 23, 2006, to
amend the Amended and Restated Executive Employment Agreement, dated October 31
2002, between the Company and Employee, by:


 


Section 1 — Terms and Duties


 


The first sentence of Section 1 is deleted
and replaced with:


 


“The Employment Term shall end on February
28, 2006 and until such date the Company shall employ the Employee as its
Executive Vice President and Chief Administrative Officer.”


 


A new final sentence is added as follows:


 


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


 


Section 9 — Benefits


 


The following is added to Section 9:


 


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


 


 


Section 5 — Early Termination of Employment Term on
Disability or Death and


Section 13 — Automatic Renewal


 


These sections are deleted in their entirety.


 

















 


Section 11 — Indemnification


 


The final sentence of Section 11 is deleted
and replaced with:


 


“The defense and indemnification provisions
contained in this Section 11 survive the termination of the Employment Term,
and apply to all past, present, and future proceedings, whether known or
unknown, 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, in
connection with, or in any way related to his serving or having served as an officer
or employee of, or as a consultant to, the Company or any predecessor thereof
or at the request of the Company or any predecessor thereof.


 


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


 


Section 15 — Notices


 


The section is deleted and replaced with:


 


Notices under this
Agreement shall be in writing and shall be sent by telegraph or by certified or
registered mail, telecopy, or recognized overnight delivery service (such as
Federal Express) prepaid as follows:


 


To Employee:


 


Marvin
K. Kaiser


506 State Route 2205


P.O. Box 39


Mayfield, KY 42066


 


with a
copy to:


 


Marvin K. Kaiser


13577 East Wethersfield Road


Scottsdale, AZ 85259


 


To the
Company:


 


The
Doe Run Resources Corporation


1801
Park 270 Drive


St.
Louis, Missouri 63146


 


Attention:      Ms.
Barbara A. Shepard


Vice President Human Resources &
Community Relations


 

















 


with a copy to:


 


The
Renco Group, Inc.


30
Rockefeller Plaza


42nd
Floor


New
York, NY 10111


 


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


 


Section 17 — Entire
Agreement; Governing Law.


 


A new final paragraph is added as follows:


 


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


 


Section 18 — Consideration


 


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


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


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


 


IN WITNESS WHEREOF, the parties hereto have
caused 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