**Exhibit 14.1**

 

 

**Mueller WaterProducts**

 

And Subsidiaries

 

**Code of**

 

**Conduct**

 

**Policy**

 

**And**

 

**Compliance**

 

**Program**

 

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**INTRODUCTION**

 

We often hear or read about the concept of “values,” theprinciples that guide the manner in which we conduct our daily lives, interactwith out families and treat others.  Inmuch the same way, a corporation relies upon the fundamental principles, or “corevalues,” of its employees to achieve its business goals.

 

**Mueller Water Products, LLC**, its subsidiaries and directparent, Mueller Holding Company, Inc., (collectively, the “**Company**”) have always maintainedpolicies and procedures that underscore our commitment to ethical, moral andlegal business conduct.  The principlesand procedures set forth in this Code of Conduct outline acceptable workplacebehavior and business practices.

 

Of the many values implicit in the Code, none is moreimportant than integrity, the common thread that connects all our “core values.”  No matter how committed we are to quality,how innovative our products are, how many hours we work or ideas we provide,the long-term success of our Company ultimately depends on building trustingrelationships with customers, suppliers, business partners, investors and eachother.  This Code outlines the principlesthrough which we will honor our “core values.”

 

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**TABLE OF CONTENTS**

 
| ** **                         |
|------------------------------------|
|                               |
| Vision Statement and Core Values   |
| I.                                 | Conflict of Interest |
| II.                                | Entertainment or Gifts |
| III.                               | Dealing With Our Suppliers |
| IV.                                | Dealing With Our Customers |
| V.                                 | Accuracy of Company Records |
| VI.                                | Confidential Information |
| VII.                               | Company Property |
| VIII.                              | Information Security |
| IX.                                | Securities Laws and Insider Information |
| X.                                 | Other Laws |
| XI.                                | Advertising/Promotion |
| XII.                               | Political Contributions |
| Personal Responsibility            |
| Code of Conduct Compliance Program |
| Improper Use of the Program        |
| Penalties                          |
| Reporting Violations               |
| Contacts                           |

 

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**MUELLER WATER PRODUCTS**

**VISION STATEMENT AND CORE VALUES**

 

***Vision Statement –****Mueller’s businesses are global and diversified, yetunified in their goals of providing quality products and services that exceedtheir customers’ expectations, increasing shareholder value and creating anenvironment where employees thrive and grow.*

 

***Accountability -****We take responsibility for our behavior and the results that stem from thatbehavior.*

 

***Customer Commitment****- We make customers our first priority. We measure our success by how we meet their expectations.*

 

***Fleet of Foot -****We are quick and agile in response to the ever-changing businessenvironment.*

 

***High Performance Culture -****We embrace opportunities to change and continuouslyimprove. We are results driven.*

 

***Innovation -****We think “outside the box” to find new, creative opportunities.*

 

***Integrity -****We are honest and ethical in all that we do.*

 

***Respect for Others —****We treat people with the respect each of us would want.*

 

***Safety*** - *We value the health and safety of our co-workers, their families, ourcustomers, suppliers, guests and the communities in which we live and operate.*

 

***Teamwork -****We work together to create the best result. We share responsibility for the team success.*

 

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**I.  CONFLICT OF INTEREST**

 

Companypolicy regarding a possible conflict of interest is based on the principle thatan employee’s business decisions must be made in the best interest of theCompany.  In reaching these decisions, anemployee cannot be influenced by personal or family considerations thatconsciously or unconsciously affect his or her judgment as to what is in thebest interest of the Company.

 

Apotential conflict of interest exists if a Company employee has a business,financial, family or other relationship with suppliers, customers orcompetitors that may impair the independence of any judgment the employeerenders on behalf of the Company.

 

As aguide, the following are examples of areas in which Company employees mayencounter conflict of interest:

 

•                  Investments: No employee or his or her immediate familymay have a significant (controlling) financial interest or management controlin a competitor, supplier or customer of the Company.  A nominal or portfolio investment in apublicly traded firm normally does not represent a conflict of interestprovided it does not affect the employee’s efforts on behalf of the Company.

 

•                  Outside Business Activity:  No employee may have any outside businessinterest that diverts a significant amount of time or attention from theemployee’s duties and responsibilities to the Company.

 

•                  Employment/Business Activities of Relatives: If anemployee has a spouse or close relative who is an employee and/or owner of acustomer, supplier or competitor, the employee is expected to disclose therelationship to the Company. The employee may not discuss any confidentialCompany activity with such persons or reveal any confidential Company papers ormaterials.

 

•                  Under no circumstances is an employee to use his or herposition to influence the hiring of a close relative.  Similarly, if an employee has a closerelative who is also an employee of the Company; it is unacceptable for the employeeto be in a position to influence, directly or indirectly, employment orperformance decisions regarding the relative.

 

•                  Business Opportunities: Employees are not to take, orpermit others to take, advantage of a business opportunity that properlybelongs to the Company, and should promptly report to the Company the existenceof any such opportunities of which they become aware.  Employees should not compete with the Companyor use Company property, information or position for personal gain.

 

•                  Executive Loans: Directors and executive officers are prohibited from receiving a loan ofany amount or type from the Company.

 

If anemployee is uncertain whether a particular transaction or relationship may giverise to a conflict of interest, the employee is encouraged to discuss thematter with his or her manager or supervisor, an Ethics Officer or a member ofthe Ethics Committee before taking any action.

 

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**II.  ENTERTAINMENT OR GIFTS**

 

Businessdecisions by Company employees are expected to be made only on the basis ofquality, reputation, service, price and similar competitive factors.  Therefore, good judgment and moderation mustbe exercised when accepting entertainment and gifts in order to avoid even the *appearance* that a business decision has been influenced.

 

Certaingifts and entertainment are not to be accepted under any circumstances,including loans from individuals or organizations having dealings with theCompany (unless such individual or organization is in the business of makingloans), any form of cash gratuities, private or personal discounts notsanctioned by the Company and any illegal activities.

 

Specificguidelines relating to acceptance of entertainment or gifts from suppliers andcustomers are provided in sections relating to supplier and customerrelationships.  Employees who havequestions regarding the appropriateness of accepting or giving entertainment orgifts are encouraged to seek the advice of their supervisor, a Mueller EthicsOfficer or any member of the Mueller Ethics Committee.

 

**III.  DEALING WITH OUR SUPPLIERS**

 

TheCompany’s worldwide supplier relationships are to be based on the fundamentalconcepts of honesty, fairness, mutual respect and nondiscrimination.  We encourage continued supplier support thatwill enhance our mutual prosperity and build sound, long-termrelationships.  At the same time, werespect and value healthy competition for our business.  Purchasing decisions by Company employeesmust therefore be made solely on the basis of quality, reputation, service,cost and similar competitive factors.

 

Companyemployees who deal with suppliers or potential suppliers — whether routinely,occasionally or infrequently, directly or indirectly — must be beyond reproachin every business transaction and must not allow themselves to be put into aposition where business judgments can be influenced.  The following parameters define the overallenvironment in which business is to be conducted with our suppliers:

 

•                  Purchases of materials and services are to be performedfairly and impartially and are not to be influenced by bias or favoritism.

 

•                  All discussions with an existing or potential supplierare to be restricted solely to the Company’s needs and the materials and/or servicesbeing offered by or sought from that supplier.

 

•                  Any Company employee who has authority to approve orinfluence purchasing decisions is prohibited from accepting from suppliers orpotential suppliers entertainment or gifts in excess of nominal value ($100 inaggregate over a 12-month period) without the specific prior approval of the MuellerEthics Committee.

 

•                  If attendance by a Company employee at avendor-sponsored event would provide a business opportunity for the Company, orpromote a business relationship providing a tangible benefit to the Company,associated expenses should be paid by the Company.

 

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•                  Reciprocity with suppliers will not be tolerated.  Bribes, kickbacks, rewards or similar considerationare not to be solicited or accepted in connection with any purchasingtransactions.

 

•                  Company employees who make or approve purchasingdecisions are not to solicit gifts of money/time from current or potentialsuppliers on behalf of charitable, civic or other organizations.

 

**IV.  DEALING WITH OUR CUSTOMERS**

 

TheCompany is committed to providing services and products that meet allcontractual obligations and the Company’s quality standards. Our successdepends on building productive relationships with our customers based onintegrity, ethical behavior and mutual trust. All employees are expected to maintain impartial relationships withcustomers.

 

We manageour business according to the following principles, regardless of customermerchandising philosophy, format or class of trade:

 

•                  We will treat all customers fairly and withoutdiscrimination.

 

•                  We will not attempt to unfairly influence customerdecisions regarding the purchase of competitive items.

 

•                  In dealing with our customers, Company employees shouldexercise sound judgment and moderation and should accept or offer entertainmentor gratuities only to the extent they are in accordance with reasonablebusiness practices and reasonable customs in the marketplace.

 

•                  The Company will not tolerate reciprocity withcustomers in any part of the business. Therefore, bribes, kickbacks, rewards, — including cash gratuities andtrips — or other similar consideration are not to be solicited, given oraccepted in connection with any business transaction.

 

**V.   ACCURACY OF COMPANY RECORDS**

 

AllCompany business records must be accurate, honest and complete withoutrestriction or qualification.  Theaccuracy of all records involves both factual documentation and ethicalevaluation or appraisal.  Accuracy ofrecords is of critical importance to the Company.

 

TheCompany does not maintain nor does it sanction any “off-the-books” fund for anypurpose.  Without exception, all Companyfunds will be accounted for in official Company records, and the identity ofeach entry and account will be accurate and complete.

 

TheCompany prohibits the concealment of any payment by means of passing it throughthe books and accounts of third parties, such as agents or consultants.

 

Employeesare expected to be honest, objective and loyal in the performance of theirrecord-keeping responsibilities.  Noacceptable reason exists for a deliberately false or misleading Companyrecord.  

 

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Employeesare expected to report immediately any suspected inaccuracy or false statementin the Company’s books and records.

 

TheCompany prohibits any action to evade taxes payable by the Company.  It is likewise not permissible to aid orfacilitate Company employees, vendors or customers in misrepresenting orevading taxes of any kind.

 

**VI. CONFIDENTIAL INFORMATION**

 

Some ofthe Company’s most valuable assets include non-public Company information.  As part of an employee’s job responsibility,he or she may work with information and materials that are non-public andconfidential.  Protecting thisinformation is vital to the Company’s ability to effectively conduct itsbusiness.

 

Employeesmust safeguard and must not disclose, misuse or destroy any non-publicinformation that is proprietary or confidential to the Company. Non-publicinformation is information of a confidential, proprietary or secret naturerelated to the Company’s business.  Suchinformation includes, for example, business contacts, trade secrets and listsof and data concerning leads, prospects, business and product plans, customerinformation, information about our business methods, pricing, computer programsand/or similar information the Company maintains in confidence.  Non-public, confidential  information may also include informationlearned about customers, competitors, suppliers or others during employmentwith the Company.

 

**VII.  COMPANY PROPERTY**

 

TheCompany prohibits the use of Company personnel, facilities or equipment(including vehicles, telecommunications equipment, computers, andcomputer-related properties) for other than Company business or a Company-sponsoredor Company-approved activity.

 

Forrelated information, including acceptable use of the internet and e-mail, referto the Company’s Computer, E-mail, Telephone, Voice Mail and Internet AccessPolicy available from the Mueller Law Department.

 

**VIII.  INFORMATION SECURITY**

 

Informationand information systems are critical to the Company’s assets. Accordingly,Company employees have a duty to preserve, increase the effectiveness andreliability of, and account for Company information and informationsystems.  Employees are expected to takeappropriate steps to ensure that information and systems are properly protectedfrom a variety of threats such as error, fraud, embezzlement, sabotage,extortion, industrial espionage, privacy violations and natural disaster.

 

Securitymeasures must be employed regardless of the medium on which information isstored (fiche, paper, magnetic media, etc.) or the methods by which it is moved(electronic mail, face-to-face conversation, etc.).  Such protection includes basing access toinformation on the need to know.  

 

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Managersare expected to devote sufficient time and resources to enforce informationsecurity for information under their control or use.

 

Forrelated information, refer to the Company’s Computer, E-mail, Telephone, VoiceMail and Internet Access Policy available from the Mueller  Law Department.

 

**IX.  SECURITIES LAWS AND INSIDER INFORMATION**

 

Sincecommon stock and certain other securities issued or intended to be issued by MuellerHolding Company, Inc. are or will be publicly traded, the Company issubject to numerous federal and state laws regulating disclosure of Company informationand the trading of its securities.

 

Forrelated information, please refer to the Company’s Insider Trading Policy,available from the Mueller Law Department. If you have questions or are uncertain about how these laws may apply toa specific activity, contact the Mueller Law Department at (813) 871-4120 or(603) 422-8030.  We encourage you to askquestions and seek advice.

 

**X. OTHER LAWS**

 

Employeesof the Company are expected to follow the laws, regulations, judicial decreesand orders applicable to the Company, its property, employees and actions.  While this Code of Conduct addresses somespecific legal areas, it cannot comprehensively set forth all applicable legalrequirements.  Employees are encouragedto report their concerns to their manager or supervisor, or, if they prefer, tothe Company’s auditors, legal counsel or other designated person.

 

**A.  ANTITRUST**

 

TheCompany’s business is conducted under conditions of intense competition. TheCompany is committed to the concept of fair and vigorous competition forcontributing to economic and social progress. This specifically includes adherence to antitrust laws and regulations.

 

Forrelated information, refer to the Company’s Antitrust Compliance Policy,available from the Mueller Law Department. If you have questions or are uncertain about how these laws may apply toa specific activity, contact the Mueller Law Department.  We encourage you to ask questions and seekadvice.

 

**B.   ENVIRONMENTAL /HEALTH AND SAFETY COMPLIANCE**

 

It isCompany policy to comply with applicable environmental laws andregulations.  Upon discovery of anyhazardous or unsafe condition or event that may affect the environmental impactof the Company’s operations, a Company employee should promptly notify his orher supervisor and, if appropriate, the Company’s Law Department.

 

Everyemployee is responsible for attaining and maintaining a safe work environment,and each employee is expected to perform in accordance with all health andsafety laws, regulations and Company policies. Employees are responsible for notifying a supervisor, or, if theyprefer, the Company’s internal auditors, 

 

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the LawDepartment or other designated person, of any hazardous condition in the workplaceand any other suspected violation of health and safety laws and regulations.

 

Forrelated information, refer to the Company’s Environmental, Health and Safetypolicy available from the Mueller Law Department.

 

**C.  EMPLOYMENT PRACTICES**

 

TheCompany is an equal opportunity employer. Our policy is to maintain a working environment free from harassment anddiscrimination because of race, color, religion, sex, age, sexual orientation, nationalorigin or disability.  Company policy andgovernmental regulations forbid harassment and discrimination in recruiting,hiring, training, promotion, transfer, salary administration, and all otherterms, conditions and benefits of employment. The Company has adopted and distributed to every employee a detailedpolicy forbidding any form of sexual harassment in the workplace.  Mueller Holding Company, Inc. and eachof its subsidiaries provideadditional guidance to employees on the requirements imposed by the equalopportunity laws and the policy prohibiting sexual harassment in the workplace.

 

**D.  ALCOHOL ANDSUBSTANCE ABUSE**

 

Themanufacture, distribution, dispensation, possession or use of a controlledsubstance in the Company’s workplace is prohibited.  Furthermore, the use of a controlledsubstance outside the Company’s workplace where the effects of such use impairthe employee’s ability to safely and efficiently perform his or her job isprohibited.  The presence or use ofalcohol in the workplace will not be tolerated.

 

**XXI.  ADVERTISING / PROMOTION**

 

Advertisementsused by the Company are to be substantiated by supporting data before they arepublished or broadcast. Every effort must be made to ensure that the customeris not disappointed by claims for our products that are not supported byperformance.  The purpose of ouradvertising has always been to emphasize the quality of our products.

 

**XII. POLITICAL CONTRIBUTIONS**

 

Corporatepolitical contributions are permitted only with prior written approval ofCompany legal representatives**and corporateand subsidiary officers, and only to the extent allowed by law.  Unauthorized contributions or payments of anytype (or promises of the same) to any local or foreign public officials arestrictly forbidden.

 

Acts ofhospitality and entertainment directed to public officials should be of such ascale as to avoid compromising the integrity or impugning the reputation of theCompany or the public official and shall comply with applicable law.  These acts should not only be legal, properand correct but should also give that appearance.  All such conduct should be performed with theexpectation that it will later become public knowledge.  Employees, as individuals, are encouraged tocontribute to the party or candidate of his or her choice.  In no instance are employees to obtainreimbursement from the Company for any such personal contributions.

 

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**IN GENERAL . . .**

 

TheCompany strives to provide a safe, healthful and productive workenvironment.  Each employee has apersonal responsibility to other employees and to the Company to help eliminateactions or circumstances that undermine such work environment.

 

Ethicalbusiness conduct requires that even the *appearance*ofinappropriate behavior be avoided as well as the behavior itself.  The appearance of impropriety can often beavoided by complete and early disclosure of events to appropriate authoritieswithin the Company.  Disclosure andapproval received before the fact will frequently avoid questions with regardto subsequent conduct.  In conductingtheir affairs and the affairs of the Company, employees should remember thatover-disclosure is preferable to under-disclosure.

 

**PERSONAL RESPONSIBILITY**

 

Each ofus takes pride in the high standards of conduct that identifies us as Companyemployees.  It is our responsibility toimplement and carry out our commitments to our shareholders, customers,suppliers, fellow employees and society as a whole.  Every employee, regardless of position, isexpected to assume this responsibility to assist the Company in carrying outthese commitments.

 

Allemployees assume the responsibility to:

 

•                  Read and understand the requirements of this Code ofConduct.

 

•                  Sign required acknowledgment forms and an annual Codeof Conduct Compliance Statement.

 

•                  Abide by the Code of Conduct.

 

•                  Demonstrate through daily conduct their personalcommitment to complying with the Code of Conduct.

 

•                  Remain alert to actions by any employee, or any otherperson or organization with which the Company has a relationship that violatethe Code of Conduct.

 

•                  Report all Code of Conduct violations, includingcomplete disclosure of all relevant information.

 

**CODE OF CONDUCT COMPLIANCE PROGRAM**

 

To ensurecompliance with this Code of Conduct and all legal and regulatory requirementsrelevant to our business, a compliance procedure has been established.

 

This Codeof Conduct is designed to provide guidance to all employees on matters ofproper business conduct and ethics and should be reviewed with other Companypolicies.  This compliance procedure has 

 

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beenestablished to answer questions, provide advice, investigate allegations ofwrongdoing and arrange for appropriate corrective and disciplinary actions ifviolations are discovered. The Mueller Ethics Committee oversees administrationof the program, reviews allegations of Code violations and periodically reportsto the Company’s Board of Directors.

 

**Improper Use of the Program**

 

In no event will the Company take or threaten any action against anemployee for making a report or disclosing information in good faith.  Unfortunately, any program can beabused.  For example, an employee mayattempt to harm another employee through false accusations.  Improper use of this compliance procedurewill not be tolerated, and such actions will be subject to discipline.

 

**Penalties for Code of Conduct Violations**

 

Dependingon severity, violations of this Code of Conduct may result in the Company:

 

•                  taking disciplinary action, including termination ofemployment, suspension or demotion.

 

•                  pursuing civil remedies for restitution.

 

•                  referring criminal misconduct to appropriateprosecutorial authorities that can result in criminal jail sentences and/orfines.

 

Additionally,violations of federal, state or local laws can expose both you and the Companyto criminal and/or civil prosecution.

 

**REPORTING VIOLATIONS**

 

Allemployees of the Company have the responsibility to report any violation ofthis Code of Conduct.  Violations shouldbe reported in detail, conveying as much information as is available tofacilitate proper, effective and timely investigation.  Allegations will be reviewed and investigatedpromptly in cases where sufficient information has been provided. If all knownfacts and/or documented evidence are not provided appropriate review andfollow-up will likely not be possible.

 

Violations,or possible violations, of the Code of Conduct should generally be addressedfirst with immediate supervisors.  Thismay provide valuable insight or perspective and will encourage resolution ofproblems within the appropriate department.  However, an employee who does not feel comfortable discussing the matterwith his or her immediate supervisor should address the matter with theappropriate department head, a member of the Mueller Ethics Committee, aMueller Ethics Officer, or report it over the special telephone hotlineavailable for this purpose (see hotline information below).  The Mueller Hotline is independently operatedby a third party that is not affiliated with Mueller or any of Mueller’saffiliates.  Reports received by theoperator of the Hotline will be forwarded to the Mueller Ethics Committee forreview and investigation if appropriate. Reports may be made anonymously. When possible, written reports should be submitted on the attachedEthical Conduct Inquiry form.

 

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Duringthe review, the person or persons conducting the review will not be at libertyto discuss with the complainant the investigation or preliminary findings.  Depending on the circumstances, uponcompletion of the investigation, a summary of findings may be reported ifrequested.

 

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**CONTACTS**

 

**Current Members of the Mueller Ethics Committee:**

 

General Counsel

Mueller Holding Company

500 West Eldorado Street

Decatur, IL  62525

Phone: (813) 871-4120 (or (603) 422-8030) / Fax: (813)871-4420

 

Vice President & Controller

Mueller Holding Company

500 West Eldorado Street

Decatur, IL  62525

Phone: (217) 425-7498 / Fax: (217)425-7240

 

Vice President, Human Resources

Mueller Holding Company

500 West Eldorado Street

Decatur, IL  62525

Phone: (217) 425-7473 / Fax: (217)425-7240

 

**Ethics Officers:**

 

The senior Human Resources / Employee Relations officer ormanager

of each Mueller Holding Company subsidiary company

 

**Internal Auditors:**

 

Mueller Water Products

Attn:  Anthony Goffigan

Director of Internal Audit

550 West Eldorado Street

Decatur, IL  62522

Phone:  (217) 425-7561 (office)

(217) 425-7240 (fax)

E-mail:  agoffigan@muellercompany.com

 

**Confidential Ethics Hotline:**

 

**Phone: (800) 569-9358**

 

***The Ethics Hotline is operational 24 hours each day,seven days a week.***

 

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**MUELLER WATER PRODUCTS**

**AND SUBSIDIARIES**

 

**Code of Conduct**

**Ethical Conduct Inquiry (ECI)**

 

**Instructions**

 

*1.**             **If you are unsure of specifics, estimate or leave thespace blank.*

 

*2.**             **You need not identify yourself as the person makingthis report.  You may also list yourselfand others in the appropriate section as persons who may have relevantinformation.*

 

*3.**             **You may leave your report with an Ethics Officer ormail it to:*

 

*Corporate Counsel – Law Department*

*Mueller Holding Company*

*500 West Eldorado Street*

*Decatur, IL  62525*

*Phone: (813) 871-4120 (or (603) 422-8030) / Fax: (813)871-4420*

*Attn: Confidential Ethical Conduct Inquiry*

*or to:*

*Mueller Water Products*

*Attn:  AnthonyGoffigan*

*Director of Internal Audit*

*550 West Eldorado Street*

*Decatur, IL 62522*

*Phone:  (217) 425-7561(office)*

*(217) 425-7240 (fax)*

 

*4.*              Youmay confirm that your report was received by calling the Mueller HoldingCompany Law Department anonymously at (603) 422-8030 or (813) 871-4057 orInternal Audit Director, Anthony Goffigan at (217) 425-7561 and asking if thereport has been logged in.

 

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Circumstances of Suspected Violation*

(Attach additional sheets if needed)

 

Brieflydescribe suspected violation (what happened)?

 

 

Whendid it happen?

 

Where?

 

Person(s)suspected of involvement:

 

 

Person(s) who may have relevant information:

 

 
| Date: |   |   | Signature: *(optional):* |   |
|-------|--------|--------|--------------------------|--------|

 

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***Failure to disclose all known facts will prevent a complete and timelyinvestigation**.

 

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*The contents of this document do not constitute the terms of acontract of employment.  This documentshould not be construed as a guarantee of continued employment.  Rather, employment with Mueller HoldingCompany, Inc. or any of its*subsidiaries*is on an “at will” basis.  This means that the employment relationshipmay be terminated at any time by either the employee or the employer for anyreason not expressly prohibited by law.*

 

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