Exhibit
10.2.6


 


THE DOE RUN RESOURCES CORPORATION

1801 PARK 270 DRIVE

ST. LOUIS, MISSOURI  63146


        February 22, 2006


Marvin Kaiser


c/o The Doe Run Resources
Corporation

1801 Park 270 Drive

St. Louis, Missouri  63146


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


Dear Mr. Kaiser:


The Amended and Restated
Net Worth Agreement dated July 1, 2005 between The Doe Run Resources
Corporation (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 date
of your termination” is deleted and replaced with “at April 30, 2006”.


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


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


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


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


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


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

















 


Company
on February 28, 2006.  If you do not
faithfully adhere to your employment arrangement with the Company or you engage
in any such competitive activities, then we shall no longer be obligated to
make any Payments to you hereunder.”


Section 7 — Notice


The first sentence is
deleted and replaced with:


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


Section 8  Legal Fees and Costs — This section is
added.


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 9 Effectiveness
— This section is added.


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


Please confirm that the
foregoing correctly sets forth our agreement with respect to your net worth
appreciation 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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