Exhibit
10.2.7


THE DOE RUN RESOURCES
CORPORATION

1801 PARK 270 DRIVE

ST. LOUIS, MISSOURI  63146


        November
1, 2002


[                          ]


The Doe Run Resources
Corporation

1801 Park 270 Drive

St. Louis, Missouri  63146


Re:                               Net Worth Appreciation Agreement


Dear :


This letter, dated as of November 1 (the “Base Date”), 2002
sets forth the agreement between you and The Doe Run Resources Corporation,
(the “Company”) with respect to your Net Worth
Appreciation Benefit, intended to constitute additional incentive compensation
to you as an employee of the Company. 
Upon your execution of this letter, any prior Net Worth Appreciation
Agreement or amendments thereto between you and DR Acquisition Corp or the
Company shall terminate and all obligations pursuant to such agreement as
amended shall cease.


1.             Vesting. 
On the Base Date in 2005, provided that you have been continuously in
the employ of the Company from the date hereof through that date, you shall
receive a Net Worth Appreciation Credit of  
% and on the Base Date in in each of the years 2006 and 2007 you shall
receive an additional Net Worth Appreciation Credit of   %, provided that you have been continuously
in the employ of the Company from the date hereof to the applicable the Base
Date in for a maximum credit, if you remain in the employ of the Company
continuously through the Base Date in 2007, of   % (the “Maximum Credit”). 
The aggregate number of Net Worth Appreciation Credits received on or
prior to a given date shall be hereinafter referred to as “Vested
Credits”.  You shall not receive any
credit unless you remain in the employ of the Company from the date hereof
continually until the Base Date in 2005, and thereafter you shall not receive
credit for any partial year, provided that (a) if your employment
terminates due to death or permanent disability preventing you from performing
your usual employment functions and duties (“disability”)
on or after the Base Date in 2003 and prior to the Base Date in 2005, you shall
receive a credit of   % if such
termination is prior to the Base Date in 2004 and   % if such termination is on or after the Base Date in 2004 and
prior to the Base Date in 2005, and (b) if your employment terminates
after the Base Date in 2005 and before the Base Date in 2007, due to death or
disability, you shall receive a credit of  
% for the partial year in which the termination takes place (in addition
to all credits previously accrued).


2.     Treatment of Matters in Calculation of
Benefits.


(a)   For the purposes of
calculating the benefits payable under this Agreement, the Company will
continue to calculate Federal corporate income taxes and the corporate income
taxes for those jurisdictions in which the Company and its subsidiaries do 

















 


business, for the
fiscal periods or portions thereof beginning on or after the Base Date in 2002,
as if the Company and its subsidiaries had continued to have C corporation
status under the Federal Internal Revenue Code and under state and local tax
laws, in accordance with the provisions of generally accepted accounting
principles and the Internal Revenue Code and regulations thereunder and under
state and local tax laws applicable to C corporations as from time to time
in effect (“C Status”).  Such tax
calculations will include calculations of current and deferred tax expense or
benefit and current and non-current tax assets and liabilities (“C Taxes”)
and the differences (“Tax Differences”) between the C Taxes and the taxes
as recorded by the Company and its subsidiaries while being designated a qualified
subchapter S subsidiary (“S Taxes”).


(b)   Cumulative Income Statement
Tax Difference shall be the cumulative difference in income tax expenses or
benefit between the calculation of the C Taxes and S Taxes, in each
case calculated for the tax periods or portions thereof beginning on or after
the Base Date in 2002, and through the end of the calculation period.  Cumulative Cash Flow Tax Difference shall be
the cumulative difference in income tax payments, net of refunds, between the
calculation of the C Taxes and S Taxes in each case made after the
Base Date in 2002 and applicable to earnings of the Company on and after the
Base Date in 2002, or which would be in the case of C Taxes, or are in the
case of S Taxes, immediately due and payable, contemporaneously with the
payment of any Distributions, as defined below. A “Distribution” for purposes
of this Agreement shall mean a dividend, management fee, or any other form of
distribution to The Renco Group, Inc. (“Renco”) or an affiliate of Renco other
than a subsidiary of the Company 
(including a transfer to Renco of assets in any form whether as cash or
other form of value which shall have the effect of reducing the net worth of
the Company), in excess of the Renco Amount (as defined herein), provided that
payments made in respect of any debt to Renco, including, but not limited to,
principal interest and fees thereon, or the preferred stock of the Company,
including, but not limited to, dividends thereon and redemptions thereof, shall
not be a Distribution.  The “Renco
Amount” shall be equal to $2,400,000 per annum, calculated cumulatively so that
unused portions shall carry over to succeeding years.


(c)   In connection with the
annual audit of the financial statements of the Company, the Company’s Board of
Directors will require that the independent public accountants issue a special
report indicating their agreement with the Tax Differences.


3.     Net Worth Appreciation Benefit.  Upon the termination of your employment by
the Company, other than for cause, you shall be entitled to a net worth
appreciation payment (“Payment”) equal to
(A) the product of the Vested Credits and the Net Worth Increment, as
defined below, less (B) the product of the Vested Credits and the
Cumulative Income Statement Tax Difference (the calculation period shall end at
the end of the Company’s fiscal quarter immediately preceding your date of
termination) and excluding such Cumulative Income Statement Tax Difference to
the extent equal to Cumulative Cash Flow Tax Difference utilized in calculating
amounts payable under Paragraph 5(a). The “Net Worth Increment” is the
amount, if any, by which the consolidated net worth of the Company and its
subsidiaries, as at the end of its fiscal quarter immediately preceding the
date of your termination, exceeds its consolidated net worth as of the date
hereof, provided, however, that any increase in consolidated net worth
resulting from a capital contribution to the Company or the sale of stock of
the Company shall be 


 

















 


disregarded in calculating
Net Worth Increment, and further provided that preferred stock of the Company
and cash payments of dividends and payments in kind thereon shall be treated as
debt of the Company for purposes of calculating consolidated net worth.  For clarity, it is understood that the Net
Worth Increment will not include charges for interest on the restructured debt
of the Company to the extent not included as interest expense under GAAP as
accounted for under FAS 15, nor will the Tax Differences include any benefit for
such interest on such restructured debt. The determination of the independent
public accountants for the Company as to the Net Worth Increment, made in
accordance with generally accepted accounting principles, consistently applied,
shall be conclusive on each of us. If there is no Net Worth Increment, no
amount shall be payable.  If your
employment is terminated for cause, you shall not be entitled to receive any
Payment.


4.     Payment.  The Payment shall be payable to you (or your designee or estate)
in 40 equal quarterly installments, without interest, commencing three months
after the termination of your employment, and at 3 month intervals
thereafter.  Notwithstanding any
provision in this Agreement, the Company shall not be required to pay you (i)
any Payment, where the making of such Payment would violate any agreement
between the Company and any lender of the Company, or (ii) in the event that
any agreement between the Company and any lender of the Company limits the
aggregate amount that the Company may pay as bonuses, net worth appreciation
payments, profit sharing payments or other payments of similar nature
(“Restricted Payments”) during any period, any Payment in excess of your pro
rata portion of the aggregate amount of applicable Restricted Payments which
the Company is permitted to pay.  In the
event that the Company is unable to make a Payment due to the preceding
sentence, the Company’s obligation to make such Payment shall be deferred until
such time that the Company is permitted to make such Payment pursuant to the
preceding sentence.


5.     Dividends; Sale of Substantially All of
the Company’s Stock or Assets.


(a)   If and in the event that the
Company shall make a Distribution while you shall be employed by the Company,
then you shall be entitled to receive, as additional compensation, (“Additional
Compensation Benefit”) an amount equal to (A) the excess of  (i) the product of the Maximum Credit and
the cumulative Distributions paid by the Company subsequent to the Base Date in
2002 over (ii) the product of the Maximum Credit and any positive Cumulative
Cash Flow Tax Difference less (B) the amount of Additional Compensation
Benefit previously paid to you subsequent to the Base Date in 2002.  This provision shall not apply to
intercompany payments among the Company and its own wholly-owned subsidiaries
or among two wholly-owned subsidiaries of the Company, or to reimbursement to
Renco for a proportionate part of costs, such as audit charges and insurance
premiums, paid by Renco on behalf of itself and its subsidiaries, including the
Company;


(b)   If, while you shall be
employed by the Company (and whether before or after the Base Date in 2007),
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, your full Maximum Credit shall be deemed to be vested, and you shall be
entitled to receive, in kind and on the same terms and conditions as the
Company or its shareholder is being 


 

















 


paid as payment in
full of your participation, an amount equal to (A) the product of the Maximum
Credit and any Net Proceeds (as defined below) of the sale, plus (B) the
product of the Maximum Credit and the cumulative Distributions paid by the
Company subsequent to the Base Date in 2002, less (C) the product of the
Maximum Credit and the Cumulative Income Statement Tax Difference through the
date of sale, and less (D) the amount of any Additional Compensation
Benefit previously paid to you subsequent to the Base Date in 2002.  “Net Proceeds”, for purposes hereof, shall
be equal to the amount, if any, of  the
proceeds of the sale after deducting all expenses of the sale, all applicable
federal, state and local taxes, all liabilities retained by the seller, and all
amounts paid or due to holders of the Company’s preferred stock. Except for
such payment, neither you nor the Company shall have any further rights or
liabilities hereunder.


6.     Condition Precedent. The Company’s
obligation to make the Payment to you shall be conditioned on your faithful
adherence to your employment arrangements 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 at the date of termination of your
employment.  If you do engage in any
such competitive activities, then we shall no longer be obligated to make any
payments to you hereunder.


7.     Notice.  Any notices to be sent pursuant hereto shall be sent by hand,
certified or registered mail or overnight service to you, at the address
indicated above 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.


 

















 


Please confirm
that the foregoing correctly sets forth our full 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.

  
	
   

  	
   

  
	
   

  	
  Ira Leon Rennert

  
	
   

  	
  Chairman
  of the Board

  
	
  Accepted and Agreed to:

  	
   

  
	
   

   

  	
   

  
	
  [                                                 ]