Exhibit 10.3


 


Mueller Group, Inc.


 


	
   

  	
  August 12, 2005

  



 


 


George
P. Bukuras


c/o
110 Corporate Drive, Suite 10


Portsmouth,
New Hampshire 03801


 


Dear
George:


 


This letter agreement
specifically references and explicitly expresses an intent to amend the
Employment Agreement, dated as of February 1, 2003, between you and
Mueller Group, Inc. (the “Company”),
relating to your employment with the Company (the “Agreement”).  The parties hereto hereby agree as follows:


 


1.             The Agreement is hereby amended by adding a new subsection (g) under
Paragraph 6 of the Agreement, as follows:


 


“(g).  Section 409A.  Notwithstanding any provision of this
Agreement to the contrary, if, at the time of the 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 six (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 Paragraph 6(g) shall
only apply to the extent required to avoid the 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 the 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.             The Employee specifically waives the Company’s
obligation under the second sentence of Section 6(b), provided
that this waiver shall only apply to the merger


 





















 


contemplated by the Agreement and Plan of Merger (as may be amended from
time to time in accordance with its terms), dated as of June 17, 2005,
among Mueller Water Products, Inc., Walter Industries, Inc., JW
MergerCo, Inc. and DLJ Merchant Banking II, Inc..


 


3.             Except as specifically modified pursuant to paragraphs 1
and 2 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/

  	
   

  	
   

  	
   

  	
   

  
	
  George P. Bukuras

  	
   

  	
   

  	
   

  
						



 


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