Exhibit 10.2


 


Mueller Group, Inc.


 


	
   

  	
  August 12, 2005

  



 


Dale B. Smith


c/o 500 West Eldorado Street


Decatur, Illinois  62522


 


Dear Dale:


 


This
letter agreement specifically references and explicitly expresses an intent to
amend the Executive Employment Agreement, dated as of August 16, 1999,
between you and Mueller Group, Inc. (the “Company”)
(the “Agreement”).  The parties hereto hereby agree as follows:


 


1.                                       Pursuant to Section 15 of the Agreement,
the Agreement is hereby amended by adding a new Section 23 of the
Agreement, as follows:


 


“SECTION 23.  Section 409A.  Notwithstanding any provision of this
Agreement to the contrary, if at the time of Employee’s termination of
employment with the Company, he is a “specified employee” as defined in Section 409A
of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and one or
more of the payments or benefits received or to be received by the Employee
pursuant to this Agreement would constitute deferred compensation subject to Section 409A,
no payment or benefit will be provided under this Agreement until the earliest
of (A) the date which is 6 months after his “separation from service” for
any reason, other than death or “disability” (as such terms are used in Section 409A(a)(2) of
the Code), (B) the date of his death or “disability” (as such term is used
in Section 409A(a)(2)(C) of the Code) or (C) the effective date
of a “change in the ownership or effective control” of the Company (as such
term is used in Section 409A(a)(2)(A)(v) of the Code).  The provisions of this Section 23 shall
only apply to the extent required to avoid Employee’s incurrence of any
additional tax or interest under Section 409A of the Code or any
regulations or Treasury guidance promulgated thereunder.  In addition, if any provision of this
Agreement would cause Employee to incur any additional tax or interest under Section 409A
of the Code or any regulations or Treasury guidance promulgated thereunder, the
Company may reform such provision to maintain to the maximum extent practicable
the original intent of the applicable provision without violating the
provisions of Section 409A of the Code.”


 


2.                                       Except as specifically modified pursuant to
paragraph 1 of this letter agreement, all of the terms and provisions of the
Agreement shall remain in full force and effect.


 





















 


Please indicate your acceptance of the foregoing by signing below.


 


	
   

  	
   

  	
  MUELLER GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/

  	
   

  
	
   

  	
   

  	
   

  	
  Thomas E. Fish

  
	
   

  	
   

  	
   

  	
  Interim Chief Financial Officer and

  
	
   

  	
   

  	
   

  	
  Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Accepted and Agreed:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/

  	
   

  	
   

  	
   

  	
   

  
	
  Dale B. Smith

  	
   

  	
   

  	
   

  
						



 


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