Exhibit
10.2.9


AMENDMENT ONE


TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT


Dated November 1, 2002


 


The Doe Run Resources Corporation (the “Company”) and [       ] (the “Employee” or “you”)  agree, effective November 1, 2002, to amend
the Amended and Restated Executive Employment Agreement, dated November 1,
2002, between the Company and Employee, by:


 


1.             replacing paragraph
(b) in Section 2 with the following:


 


(b)                                 an annual stay bonus of $           (a “Stay Bonus”) payable on each of
November 1, 2002, November 1, 2003, November 1, 2004, and November 1, 2005
(each a “Bonus Date”) provided, however, that you must continue
your employment with the Company through a Bonus Date to be entitled to a Stay
Bonus payment on such Bonus Date, provided that if you are dismissed
from your employment without cause at any point prior to payment in full of
such Stay Bonus, you will be entitled to a pro rata portion of the unpaid Stay
Bonus with respect to the fiscal year of your dismissal. Notwithstanding any provision
herein, your Stay Bonuses shall be in lieu of any bonus to which you would
otherwise be entitled with respect to the fiscal years for which the Stay Bonus
is paid, provided that the Company’s Board of Directors may, from time
to time and in its sole discretion, award additional bonuses.  Notwithstanding any provision in this
Agreement, the Company shall not be required to pay you (i) any bonus, where
the payment of such bonus would violate any other 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 bonus 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
pay you a bonus due to the preceding sentence, the Company’s obligation to pay
you such bonus shall be deferred until such time that the Company is permitted
to pay such bonus pursuant to the preceding sentence.


 


2.             adding the
following sentence to the end of Section 11:


 


Notwithstanding any provision herein to the contrary,  the indemnification in this Section 11 shall
not apply with respect to any actions or proceedings which are brought by or in
the right of the Company.


 

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed as of the date
first written above.


 


	
   

  	
   

  	
   

  	
   

  	
  THE DOE RUN RESOURCES CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
  d/b/a The Doe Run Company

  
	
   

  	
   

  	
   

  	
   

  	
  

  



  
	
   

  	
   

  	
   

  	
   

  	
  Ira Leon Rennert

  
	
   

  	
   

  	
   

  	
   

  	
  Chairman of the Board

  
	
   

  	
   

  	
   

  	
   

  	
  

  



  
	
   

  	
   

  	
   

  	
   

  	
  [                       ]

  
	
   

  	
   

  	
   

  	
   

  	
  Employee