Exhibit 10.2



                         MUELLER HOLDINGS (N.A.), INC.
                           Direct Investment Program

     SECTION 1. Purpose. The purpose of the Mueller Holdings (N.A.), Inc.
Direct Investment Program (the "Plan") is to promote the interests of Mueller
Holdings (N.A.), Inc. (the "Company") and its stockholders by (i) attracting
and retaining exceptional executive personnel and other key employees of the
Company and its Subsidiaries, as defined herein; (ii) aligning the interests of
such employees with those of the Company's equity investors; and (iii)enabling
such employees to participate in the long-term growth and financial success of
the Company.

     SECTION 2. Definitions. As used in the Plan, the following terms shall
have the meanings set forth below:

     "Affiliate" means, with respect to any Person, any other Person directly
or indirectly controlling, controlled by or under common control with such
Person. For purposes of this definition, the terms "control" (including with
correlative meanings, the terms "controlling," "controlled by" and "under
common control with"), when used with respect to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

     "Board" shall mean the Board of Directors of the Company.

     "Cause" means (i) the Participant's failure (other than immaterial
failures not occurring in bad faith and which, if capable of being remedied,
are remedied by the Participant within 30 days after receipt of notice thereof
given by the Company) to act in accordance with the lawful instructions of the
Board or such Participant's superiors, which instructions are also consistent
with the terms of any employment agreement between the Participant and the
Company or a Subsidiary thereof; (ii) the Participant's conviction of a felony
arising from or any act of fraud, embezzlement, or willful dishonesty by the
Participant in relation to the business or affairs of the Company or any other
felonious conduct on the part of the Participant that is demonstrably
detrimental to the best interests of the Company; (iii) the Participant's being
repeatedly under the influence of illegal drugs or alcohol while performing
such Participant's duties; or (iv) any other willful act which is demonstrably
injurious to the financial condition or business reputation of the Company or
any Subsidiary or Affiliate thereof, including the Participant's breach of the
provisions of any written noncompetition, nonsolicitation or confidentiality
covenant in favor of the Company binding upon the Participant. Notwithstanding
the foregoing, the Participant will not be deemed to have been terminated for
"Cause" hereunder unless and until there shall have been delivered to the
Participant a copy of a resolution duly adopted by an affirmative vote of not
less than a majority of the full Board (excluding the


<PAGE>

Participant) then in office at a meeting of the Board called and held for such
purpose, after reasonable notice to the Participant and an opportunity for the
Participant, together with his counsel (if the Participant chooses to have
counsel present at such meeting), to be heard before the Board, finding that,
in the good faith opinion of the Board, the Participant had committed an act
constituting "Cause" as herein defined and specifying the particulars thereof
in detail; provided, however, that nothing herein will limit the right of the
Participant or his beneficiaries to contest the validity or propriety of any
such determination; and provided, further, that such determination will not
create any presumption that "Cause" in fact exists.

     "Change of Control" means:

          (a) any "person" (as such term is used in Section 3(a)(9) and
     13(d)(3) of the Exchange Act) other than (A) the DLJ Entities and/or their
     respective Permitted Transferees (as defined in the Stockholders
     Agreement) or (B) any "group" (within the meaning of such Section
     13(d)(3)) of which the DLJ Entities constitute a majority (on the basis of
     ownership interest), acquires, directly or indirectly, by virtue of the
     consummation of any purchase, merger or other combination, securities of
     the Company representing more than 51% of the combined voting power of the
     Company's then outstanding voting securities with respect to matters
     submitted to a vote of the stockholders generally;

          (b) a sale or transfer by the Company or any of its Subsidiaries of
     all or substantially all of the consolidated assets of the Company and its
     Subsidiaries to an entity which is not an Affiliate of the Company prior
     to such sale or transferor; or

          (c) approval by the stockholders of the Company of a liquidation or
     dissolution of the Company.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

     "Committee" means a committee of the Board designated by the Board to
administer the Plan. Until otherwise determined by the Board, the full Board
shall be the Committee under the Plan.

     "Constructive Termination Without Cause" means, with respect to any
Participant, a termination of such Participant's employment at his or her
initiative following the occurrence, without such Participant's prior written
consent, of one or more of the following events:

          (i) any failure by the Company to comply with any of the provisions
     of this Plan, such Participant's Award Agreement or such Participant's
     employment agreement with Mueller Group, Inc. (if any),



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     other than immaterial failures not occurring in bad faith and which, if
     capable of being remedied, are remedied by the Company within 30 days
     after receipt of notice thereof given by such Participant;

          (ii) the material diminution of such Participant's position
     (including status, offices, titles and reporting relationships), duties or
     responsibilities as in effect during the effectiveness of such
     Participant's Award Agreement, excluding immaterial actions not taken in
     bad faith and which, if capable of being remedied, are remedied by the
     Company within 30 days after receipt of notice thereof given by such
     Participant;

          (iii) any purported termination by the Company of such Participant's
     employment, other than for Cause; or

          (iv) the Company relocates its principal offices, or requires such
     Participant to have his principal location of work changed, to any
     location that is in excess of 100 miles from the location thereof on the
     date hereof (other than any relocation recommended or approved by such
     Participant).

     "Employee" means an employee of the Company or any Subsidiary.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time.

     "Fair Market Value" means:

          (a) as of the consummation of the transactions contemplated by the
     Amended and Restated Stock and Asset Purchase Agreement dated as of August
     13, 1999 (the "Stock and Asset Purchase Agreement") among Tyco
     International (US) Inc., Grinnell Corporation, Tyco Group S.a.r.1. and the
     Company, $1.00 per Share;

          (b) as of any given date or dates, the average reported closing price
     of a Share on such exchange or market as is the principal trading market
     for such class of common stock for the three trading days immediately
     preceding such date or dates; and

          (c) if the Shares are not traded on an exchange or principal trading
     market on the applicable date, the fair market value of a Share shall be
     determined by the Committee (or in connection with any repurchase of
     Shares, by the Independent Appraiser) which shall in good faith take into
     account as appropriate recent sales of the Shares, recent valuations of
     the Shares and such other factors as the Committee (or the Independent
     Appraiser, as the case may be) which shall in its discretion deem relevant
     or appropriate.



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<PAGE>

     "Independent Appraiser" means a nationally recognized and independent
appraiser selected by the Board in its sole discretion; provided that an
Independent Appraiser shall not be retained more than one time per year and
shall be retained only in connection with a repurchase of at least 200,000
Shares from any Participant or 500,000 Shares in the aggregate in any fiscal
year.

     "Loan" shall have the meaning set forth in Section 5(c).

     "Participant" means the individuals listed on Exhibit A hereto (and to the
extent applicable, their estates, heirs and beneficiaries).

     "Permitted Transferee" shall have the meaning assigned to it in the
Stockholders Agreement.

     "Person" means any individual, corporation, limited liability company,
partnership, association, joint-stock company, trust, unincorporated
organization, government or political subdivision thereof or other entity.

     "Plan Shares" means any Shares purchased by a Participant under this Plan.

     "Purchase Agreement" shall mean an agreement to be executed by the Company
and a Participant as a condition to the purchase of Shares under the Plan by
such Participant.

     "Purchase Price" shall have the meaning set forth in Section 5(b).

     "SEC" shall mean the Securities and Exchange Commission or any successor
thereto.

     "Securities Act" shall mean the Securities Act of 1933, as amended from
time to time.

     "Shares" means (i) shares of Class A Common Stock, $0.01 par value per
share, of the Company or (ii) such other securities as may be designated by the
Committee from time to time.

     "Stockholders Agreement" means the Stockholders Agreement dated as of
August 16, 1999 among (i) the Company, (ii) DLJ Merchant Banking Partners II,
L.P., DLJ Merchant Banking Partners II-A, L.P. DLJ Offshore Partners II, C.V.,
DLJ Diversified Partners, L.P., DLJ Diversified Partners-A, L.P., DLJMB Funding
II, Inc., DLJ Millennium Partners, L.P., DLJ Millennium Partners-A, L.P., DLJ
EAB Partners, L.P., DLJ ESC II, L.P. and DLJ First ESC, L.P. (collectively, the
"DLJ Entities") and (iii) certain other Persons listed on the signature pages
thereof.

     "Subsidiary" shall mean, with respect to any Person, any corporation or
other entity of which securities or other ownership interests having ordinary


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<PAGE>

voting power to elect a majority of the board of directors or other persons
performing similar functions are at the time directly or indirectly owned by
such Person.

     "Total Disability", with respect to any Participant, shall be deemed to
have occurred if such Participant shall have been unable to perform the duties
of his or her employment due to mental or physical incapacity for a period of 6
consecutive months or for any 12 months in any period of 24 consecutive months.

     SECTION 3. Administration.

     (a) Authority of Committee. The Plan shall be administered by the
Committee or by the Board as a whole, if no Committee has been constituted. All
references to the powers and responsibilities of the Committee set forth in
this Plan shall be deemed to be references to the Board if no Committee has
been constituted. Subject to the terms of the Plan, applicable law and
contractual restrictions affecting the Company, and in addition to other
express powers and authorizations conferred on the Committee by the Plan, the
Committee shall have full power and authority to: (i) designate Participants;
(ii) determine the number of Shares to be covered by Purchase Agreements; (iii)
determine the terms and conditions of any Purchase Agreement; (iv) determine
whether, to what extent, and under what circumstances Purchase Agreements may
be amended or terminated and Shares purchased or otherwise acquired thereunder
may be reacquired or transferred; (v) interpret and administer the Plan and any
Purchase Agreement or other instrument or agreement relating to, or made under,
the Plan; (vi) establish, amend, suspend, or waive such rules and regulations
and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and (vii) make any other determination and take any
other action that the Committee deems necessary or desirable for the
administration of the Plan.

     (b) Committee Discretion Binding. Unless otherwise expressly provided in
the Plan, all designations, determinations, interpretations, and other
decisions under or with respect to the Plan or any Purchase Agreement shall be
within the sole discretion of the Committee, may be made at any time and shall
be final, conclusive and binding upon all Persons, including the Company, any
Subsidiary or Affiliate thereof, any Participant, any holder or beneficiary of
any Purchase Agreement, any stockholder and any Employee.

     SECTION 4. Shares Available for Purchase under the Plan..

     (a) Number of Shares. Subject to adjustment as provided in Section 4(b),
the number of Shares available for purchase under the Plan shall be 10,000,000.

     (b) Adjustments. In the event that the Committee determines that any
dividend or other distribution (whether in the form of cash, Shares, other
securities or other property), recapitalization, stock split, reverse stock
split,



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<PAGE>

reorganization, reclassification, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Shares or other securities of the
Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company, or other similar corporate transaction or event
affects the Shares such that an adjustment is determined by the Committee to be
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits of a Participant's investment in Shares under the Plan, then
the Committee shall, in such manner as it deems equitable, make such
adjustments, if any, to the number and kind of Shares (or number and kind of
other securities or property) with respect to which Purchase Agreements have
been or may thereafter be entered into hereunder as it deems appropriate and
necessary.

     (c) Sources of Shares. Any Shares delivered pursuant to a Purchase
Agreement may be either authorized and unissued Shares, or previously issued
Shares, held in the treasury of the Company.

     SECTION 5. Share Purchases.

     (a) Purchase. The number of Plan Shares set forth opposite each
Participant's name in Exhibit A hereto shall be made available for purchase by
such Participant, effective as of the consummation of the transactions
contemplated by the Stock and Asset Purchase Agreement.

     (b) Purchase Price. The price at which each Plan Share under the Plan may
be purchased by a Participant hereunder (the "Purchase Price") shall be the
Fair Market Value as of the date of purchase.

     (c) Payment. No Shares shall be delivered hereunder until payment in full
of the Purchase Price therefor is received by the Company. Such payment may be
made in cash or its equivalent, pursuant to financing arrangements approved by
the Committee, including loans to Participants made by the Company in the form
of Exhibit B hereto (the "Loans") of up to the amounts set forth opposite such
Participants' names in Exhibit A hereto, or a combination of the foregoing;
provided that the combined value of all cash, cash equivalents and such
financing arrangements, including Loans, is at least equal to such Purchase
Price; and provided further that payments made pursuant to financing
arrangements, including Loans, approved by the Committee shall constitute no
more than half of such Purchase Price.

     SECTION 6. Vesting. The Plan Shares purchased by any Participant shall be
fully vested, subject to the Company's rights under Section 7.

     SECTION 7. Termination of Employment; Repayment of Loan. Except as may be
set forth in any Purchase Agreement or as otherwise determined by the Committee
at any time, upon the termination of a Participant's employment with the
Company or a Subsidiary or Affiliate thereof:



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<PAGE>

     (a) Any outstanding Loan shall become due in accordance with the terms of
such Loan.

     (b) If the Participant's employment with the Company or a Subsidiary shall
be terminated (x) by death or Total Disability of the Participant, (y) by the
Company or a Subsidiary or Affiliate thereof for a reason other than for Cause
or (z) by the Participant because of a Constructive Termination Without Cause,
then the Company or its designee shall have the option and right to purchase
all or a portion of the Plan Shares held by the Participant or his or her
Permitted Transferee, at a price per Share equal to the Fair Market Value of
such Plan Shares on the date of purchase by the Company.

     (c) If the Participant's employment with the Company or a Subsidiary shall
be terminated (x) by the Company or a Subsidiary or Affiliate thereof for Cause
or (y) voluntarily by the Participant for a reason other than a Constructive
Termination Without Cause, then the Company or its designee shall have the
option and right to purchase all or a portion of the Plan Shares held by the
Participant or his or her Permitted Transferee, at a price per Plan Share equal
to the lower of (A) the Purchase Price with respect to such Plan Shares or (B)
the Fair Market Value of such Plan Shares on the date of purchase by the
Company.

     (d) If the Company elects to exercise its rights under this Section 7, the
Company shall deliver written notice (a "Purchase Notice") to the Participant
to such effect at any time within the discretion of the Company. For purposes
of this Section 7, the "date of purchase" shall mean the third business day
following the receipt of a Purchase Notice by the Company. The proceeds of any
Shares purchased from a Participant (or his or her Permitted Transferee)
pursuant to this Section 7 shall be applied first to the amount of any interest
and principal outstanding under any Loans held by such Participant and secured
by such Shares, in accordance with the terms of such Loans. Any excess proceeds
remaining after repayment of all such interest and principal shall be paid to
such Participant (or his or her Permitted Transferee) in cash or by certified
check; provided that if the terms of any agreement to which the Company is a
party, or any of the indentures governing any debt securities issued by the
Company or any of its Subsidiaries would prohibit the Company from effecting
such payment, payment may be effected (to the extent permitted under such
agreement or indenture) through a promissory note having such commercially
reasonable terms and interest rate as may be determined by the Company in its
reasonable discretion; and provided further that in any event such note shall
become due at such time as the prohibitions described above shall lapse.
Notwithstanding the foregoing, the right of the Company to purchase any portion
of the Plan Shares hereunder shall terminate on the Restriction Termination
Date (as defined in the Stockholders Agreement) unless a Purchase Notice has
been delivered to Participant prior to such date in accordance with this
Section 7(d).

     SECTION 8. Loan Maturity Prior to Termination of Employment.



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<PAGE>

     (a) In the event that an outstanding Loan becomes due prior to the
termination of the applicable Participant's employment and prior to such time
as the Share are publicly traded, the Participant shall have the right to cause
the Company to purchase that portion of such Participant's Plan Shares
necessary to repay the principal amount of the Loan and any interest thereon at
a per share price equal to such Plan Shares' Fair Market Value on the date of
purchase by the Company.

     (b) If a Participant elects to exercise his or her rights under this
Section 8, the Participant shall deliver a Purchase Notice to the Company to
such effect prior to the third business day before the maturity date of the
applicable Loan. The purchase price for such Plan Shares shall be applied and
paid in the manner set forth in Section 7(e).

     SECTION 9. Stockholders Agreement; Additional Restrictions. (a) A
Participant shall, as a condition precedent to the purchase of Shares under a
Purchase Agreement, execute an instrument agreeing to be bound by the terms of
the Stockholders Agreement or, at the election of the Company, shall execute a
counterpart of the Stockholders Agreement. In any event, any Shares shall be
subject to the provisions in the Stockholders Agreement regarding restrictions
on transfer and the Company's rights to compel sales and repurchase Shares.

     (b) The Participant shall, as a condition to the purchase of Shares under
a Purchase Agreement, agree that if such Participant at any time owns Shares
that are not Plan Shares, and intends to sell or otherwise dispose of such
non-Plan Shares for value, such Participant must at the same time sell a
sufficient number of Plan Shares such that the proportion of his or her total
Share holdings represented by Plan Shares immediately prior to such sale or
disposition is preserved.

     SECTION 10. Amendment and Termination.

     (a) Amendments to and Termination of the Plan. Unless the Plan shall
theretofore have been terminated as hereinafter provided, the Plan shall
terminate on September 30, 2009. Subject to any contractual restrictions
affecting the Company, the Board may amend, alter, suspend, discontinue, or
terminate the Plan or any portion thereof at any time; provided that no such
amendment, alteration, suspension, discontinuation or termination shall be made
without stockholder approval if such approval is necessary to comply with any
tax or regulatory requirement for which or with which the Board deems it
necessary or desirable to qualify or comply.

     (b) Amendments to Purchase Agreements. The Committee may waive any
conditions or rights under, amend any terms of, or alter, suspend, discontinue,
cancel or terminate, any Purchase Agreement, prospectively or retroactively;
provided that any such waiver, amendment, alteration, suspension,
discontinuance, cancellation or termination that would adversely affect the
rights



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of any Participant under any Purchase Agreement shall not to that extent
be effective without the consent of the affected Participant.

     SECTION 11. General Provisions.

     (a) No Rights to Participation. No Employee, Participant or other Person
shall have any claim to be granted the opportunity to purchase any Shares under
a Purchase Agreement, and there is no obligation for uniformity of treatment of
Employees, Participants or their Permitted Transferees. The terms and
conditions of Purchase Agreements need not be the same with respect to each
recipient.

     (b) Share Certificates. Certificates issued in respect of Plan Shares
shall, unless the Committee otherwise determines, be registered in the name of
the Participant or his or her Permitted Transferees and, so long as a
Participant continues to be governed by the provisions of any Loan, shall be
deposited by such Participant or Permitted Transferee, together with a stock
power endorsed in blank, with the Company. When the Participant ceases to be
bound by the provisions of the Stockholders Agreement and any Loan, the Company
shall deliver such certificates to the Participant upon request. Such stock
certificate shall carry such appropriate legends, and such written instructions
shall be given to the Company's transfer agent, as may be deemed necessary or
advisable by counsel to the Company in order to comply with the requirements of
(i) the Securities Act, any state securities laws or any other applicable laws,
(ii) the Stockholders Agreement and (iii) any Loan. Subject to the provisions
of the Stockholders Agreement, all certificates for Plan Shares or other
securities of the Company or any Affiliate delivered under the Plan pursuant to
any Purchase Agreement shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan, the applicable
Purchase Agreement or the rules, regulations and other requirements of the SEC
or any stock exchange upon which Shares or other securities are then listed and
any applicable laws or rules or regulations.

     (c) Execution of Purchase Agreement; Disposition of Shares. No Shares
shall be issued hereunder unless and until a Purchase Agreement shall be
executed by the Company and the Participant.

     (d) No Limit on Compensation Arrangements. Nothing contained in the Plan
shall prevent the Company or any Subsidiary or Affiliate thereof from adopting
or continuing in effect compensation arrangements, which may, but need not,
provide for the grant of options, restricted stock, Shares and other types of
awards (subject to stockholder approval if such approval is required), and such
arrangements may be either generally applicable or applicable only in specific
cases.

     (e) No Rights to Employment. Nothing in this Plan or in any Purchase
Agreement shall confer on any individual any right to continue in the
employment of the Company or any Subsidiary or Affiliate thereof or interfere
in any way with



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the right of the Company or any Subsidiary or Affiliate thereof to terminate
his or her employment at any time.

     (f) Governing Law. The validity, construction, and effect of the Plan and
any rules and regulations relating to the Plan and any Purchase Agreement shall
be determined in accordance with the laws of the State of Delaware, without
application of the conflict of laws principles thereof.

     (g) Severability. If any provision of the Plan or any Purchase Agreement
is or becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Purchase Agreement, or would disqualify the
Plan or any Purchase Agreement under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
the applicable laws, or if it cannot be construed or deemed amended without, in
the determination of the Committee, materially altering the intent of the Plan
or the Purchase Agreement, such provision shall be stricken as to such
jurisdiction, Person or Purchase Agreement and the remainder of the Plan and
any such Purchase Agreement shall remain in full force and effect.

     (h) Other Laws. The Committee may refuse to issue or transfer any Shares
or other consideration under a Purchase Agreement if, acting in its sole
discretion, it determines that the issuance or transfer of such Shares or such
other consideration might violate any applicable law or regulation or entitle
the Company to recover the same under Section 16(b) of the Exchange Act, and
any payment tendered to the Company by a Participant in connection therewith
shall be promptly refunded to the relevant Participant. Without limiting the
generality of the foregoing, no Purchase Agreement shall be construed as an
offer to sell securities of the Company, and no such offer shall be
outstanding, unless and until the Committee in its sole discretion has
determined that any such offer, if made, would be in compliance with all
applicable requirements of the U.S. Federal securities laws and any other laws
to which such offer, if made, would be subject.

     (i) No Trust or Fund Created. Neither the Plan nor any Purchase Agreement
shall create or be construed to create a trust or separate fund of any kind or
a fiduciary relationship between the Company or any Affiliate and a Participant
or any other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to a Purchase Agreement,
such right shall be no greater than the right of any unsecured general creditor
of the Company or any Affiliate.

     (j) No Fractional Shares. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Purchase Agreement, and the Committee
shall determine whether cash or other securities or other property shall be
paid or transferred in lieu of any fractional Shares or whether such fractional
Shares or any rights thereto shall be canceled, terminated, or otherwise
eliminated.



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     SECTION 12. Effective Date. The Plan shall be effective as of August 31,
2000.









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                                   Exhibit A

                             Summary of Plan Shares

                  Cash $ Amt.        Loan $ Amt.        Total $ Amt.      Shares
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