Exhibit 10.4


 


FIRST AMENDED AND RESTATED


MUELLER GROUP, INC.


KEY EMPLOYEE SEVERANCE PLAN


 


This is the first amendment to the First Amended and Restated Mueller
Group, Inc. Key Employee Severance Plan, in light of Section 409A of
the U.S. Internal Revenue Code of 1986, as amended, and the regulations and
guidance of the U.S. Department of Treasury promulgated thereunder.  This first amendment is effective as of August 12,
2005.


 





















 


MUELLER GROUP, INC.


 


FIRST AMENDMENT TO


 


FIRST AMENDED AND RESTATED


MUELLER GROUP, INC.


KEY EMPLOYEE SEVERANCE PLAN


(the “Plan”)


 


The Plan shall be, and it hereby is, amended, effective as of August 12,
2005 as follows:


 


Pursuant to Section XI of the Plan, Section III of the Plan shall
be amended by inserting the following new paragraph at the end of such Section III:


 


“Notwithstanding any provision of this Plan to the contrary, if at the
time of the cessation of employment with the Company of an Eligible Employee,
such Eligible Employee is a “specified employee” as defined in Section 409A
of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), no payment
or benefit will be provided under this Plan until the earliest of (A) the
date which is 6 months after such cessation of employment for any reason, other
than death or “disability” (as such term is used in Section 409A(a)(2)(C) of
the Code), (B) the date of such Eligible Employee’s 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
of this Section III shall only apply to the extent required to avoid such
Eligible 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 Plan would cause such Eligible Employee to incur any
additional tax or interest under Section 409A of the Code or any
regulations or Treasury guidance promulgated thereunder, Mueller Group, Inc.
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.”


 


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MUELLER GROUP, INC.


(the “Company”)


 


CERTIFICATE OF ADOPTION OF FIRST AMENDMENT


 


TO


 


FIRST AMENDED AND RESTATED


MUELLER GROUP, INC.


KEY EMPLOYEE SEVERANCE PLAN


(the “Plan”)


 


I, Dale B. Smith, President and Chief Executive Officer of the Company,
pursuant to the authority delegated to me by resolutions of the Board of
Directors of the Company, such resolutions heretofore duly adopted and in full
force and effect on the date hereof, do hereby CERTIFY AND ADOPT, in the name
and on behalf of the Company, the attached first amendment to the Plan
effective as of August 12, 2005.


 


 


	
  Dated: August 12, 2005

  	
  /s/

  	
   

  
	
   

  	
  Dale B. Smith

  
	
   

  	
  President and Chief Executive

  
	
   

  	
  Officer

  



 


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