**EXHIBIT 14.1**

 

 

**Mueller WaterProducts**

 

AndSubsidiaries

 

 

**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 subsidiariesand direct parent, 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**

 
| ** **                         | **Page**                                |
|------------------------------------|-----------------------------------------|
|                               |                                    |
| Vision Statement and Core Values   | 1                                       |
|                               |                                    |
| I.                                 | Conflict of Interest                    | 2 |
|                               |                                    |   |
| II.                                | Entertainment or Gifts                  | 3 |
|                               |                                    |   |
| III.                               | Dealing With Our Suppliers              | 3 |
|                               |                                    |   |
| IV.                                | Dealing With Our Customers              | 4 |
|                               |                                    |   |
| V.                                 | Accuracy of Company Records             | 4 |
|                               |                                    |   |
| VI.                                | Confidential Information                | 5 |
|                               |                                    |   |
| VII.                               | Company Property                        | 5 |
|                               |                                    |   |
| VIII.                              | Information Security                    | 6 |
|                               |                                    |   |
| IX.                                | Securities Laws and Insider Information | 6 |
|                               |                                    |   |
| X.                                 | Other Laws                              | 6 |
|                               |                                    |   |
| XI.                                | Advertising/Promotion                   | 7 |
|                               |                                    |   |
| XII.                               | Political Contributions                 | 8 |
|                               |                                    |
| Personal Responsibility            | 8                                       |
|                               |                                    |   |
| Code of Conduct Compliance Program |                                    | 9 |
|                               |                                    |   |
| Improper Use of the  Program       |                                    | 9 |
|                               |                                    |   |
| Penalties                          |                                    | 9 |
|                               |                                    |   |
| Reporting Violations               |                                    | 9 |
|                               |                                    |   |
| Contacts                           |                                    | 11 |
|                                    |                                         |  |  |

 

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**MUELLER WATER PRODUCTSVISION STATEMENT AND CORE VALUES**

 

***Vision Statement –****Mueller’sbusinesses are global and diversified, yet unified in their goals of providingquality products and services that exceed their customers’ expectations,increasing shareholder value and creating an environment where employees thriveand grow.*

 

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

 

***Customer Commitment****- We make customers our firstpriority.  We measure our success by howwe meet their expectations.*

 

***Fleet of Foot -****We are quick and agile in responseto the ever-changing business environment.*

 

***High Performance Culture -****We embrace opportunities to changeand continuously improve. 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 respecteach of us would want.*

 

***Safety*** - *We value the health and safetyof our co-workers, their families, our customers, suppliers, guests and thecommunities 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**

 

Company policy regarding a possible conflict of interest is based on theprinciple that an employee’s business decisions must be made in the bestinterest of the Company.  In reachingthese decisions, an employee cannot be influenced by personal or familyconsiderations that consciously or unconsciously affect his or her judgment asto what is in the best interest of the Company.

 

A potential conflict of interest exists if a Company employee has abusiness, 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 a guide, the following are examples of areas in which Company employeesmay encounter conflict of interest:

 

•                  Investments: No employee or his or herimmediate family may have a significant (controlling) financial interest ormanagement control in 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 an employee has a spouse or close relative who is an employee and/or ownerof a customer, 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 usehis or her position 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 theemployee to be in a position to influence, directly or indirectly, employmentor performance decisions regarding the relative.

 

•                  Business Opportunities: Employees are not totake, or permit others to take, advantage of a business opportunity thatproperly belongs to the Company, and should promptly report to the Company theexistence of 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 areprohibited from receiving a loan of any amount or type from the Company.

 

If an employee is uncertain whether a particular transaction orrelationship may give rise to a conflict of interest, the employee isencouraged to discuss the matter with his or her manager or supervisor, anEthics Officer or a member of the Ethics Committee before taking any action.

 

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**II.  ENTERTAINMENT OR GIFTS**

 

Business decisions by Company employees are expected to be made only on thebasis of quality, reputation, service, price and similar competitivefactors.  Therefore, good judgment andmoderation must be exercised when accepting entertainment and gifts in order toavoid even the *appearance* that a businessdecision has been influenced.

 

Certain gifts 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.

 

Specific guidelines relating to acceptance of entertainment or gifts fromsuppliers and customers are provided in sections relating to supplier andcustomer relationships.  Employees whohave questions regarding the appropriateness of accepting or givingentertainment or gifts are encouraged to seek the advice of their supervisor, aMueller Ethics Officer or any member of the Mueller Ethics Committee.

 

**III.  DEALING WITH OUR SUPPLIERS**

 

The Company’s worldwide supplier relationships are to be based on thefundamental concepts of honesty, fairness, mutual respect andnondiscrimination.  We encouragecontinued supplier support that will enhance our mutual prosperity and buildsound, long-term relationships.  At thesame time, we respect 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.

 

Company employees who deal with suppliers or potential suppliers - -whether routinely, occasionally or infrequently, directly or indirectly - -must be beyond reproach in every business transaction and must not allowthemselves to be put into a position where business judgments can beinfluenced.  The following parametersdefine the overall environment in which business is to be conducted with oursuppliers:

 

•                  Purchases of materials and services are tobe performed fairly and impartially and are not to be influenced by bias orfavoritism.

 

•                  All discussions with an existing orpotential supplier are to be restricted solely to the Company’s needs and thematerials and/or services being offered by or sought from that supplier.

 

•                  Any Company employee who has authority toapprove or influence purchasing decisions is prohibited from accepting fromsuppliers or potential suppliers entertainment or gifts in excess of nominalvalue ($100 in aggregate over a 12-month period) without the specific priorapproval of the Mueller Ethics 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 betolerated.  Bribes, kickbacks, rewards orsimilar consideration are not to be solicited or accepted in connection withany purchasing transactions.

 

•                  Company employees who make or approvepurchasing decisions are not to solicit gifts of money/time from current orpotential suppliers on behalf of charitable, civic or other organizations.

 

**IV.  DEALING WITH OUR CUSTOMERS**

 

The Company 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 manage our business according to the following principles, regardless ofcustomer merchandising philosophy, format or class of trade:

 

•                  We will treat all customers fairly andwithout discrimination.

 

•                  We will not attempt to unfairly influencecustomer decisions regarding the purchase of competitive items.

 

•                  In dealing with our customers, Companyemployees should exercise sound judgment and moderation and should accept oroffer entertainment or gratuities only to the extent they are in accordancewith reasonable business practices and reasonable customs in the marketplace.

 

•                  The Company will not tolerate reciprocitywith customers 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**

 

All Company 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.

 

The Company does not maintain nor does it sanction any “off-the-books” fundfor any purpose.  Without exception, allCompany funds will be accounted for in official Company records, and theidentity of each entry and account will be accurate and complete.

 

The Company prohibits the concealment of any payment by means of passing itthrough the books and accounts of third parties, such as agents or consultants.

 

Employees are expected to be honest, objective and loyal in the performanceof their record-keeping responsibilities. No acceptable reason exists for a deliberately false or misleadingCompany record.  

 

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Employees are expected to report immediately any suspected inaccuracy orfalse statement in the Company’s books and records.

 

The Company prohibits any action to evade taxes payable by theCompany.  It is likewise not permissibleto aid or facilitate Company employees, vendors or customers in misrepresentingor evading taxes of any kind.

 

**VI. CONFIDENTIAL INFORMATION**

 

Some of the Company’s most valuable assets include non-public Companyinformation.  As part of an employee’sjob responsibility, he or she may work with information and materials that arenon-public and confidential.  Protectingthis information is vital to the Company’s ability to effectively conduct itsbusiness.

 

Employees must 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 alsoinclude information learned about customers, competitors, suppliers or othersduring employment with the Company.

 

**VII.  COMPANY PROPERTY**

 

The Company 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.

 

For related information, including acceptable use of the internet ande-mail, refer to the Company’s Computer, E-mail, Telephone, Voice Mail andInternet Access Policy available from the Mueller Law Department.

 

**VIII.  INFORMATION SECURITY**

 

Information and information systems are critical to the Company’s assets.Accordingly, Company employees have a duty to preserve, increase theeffectiveness and reliability of, and account for Company information andinformation systems.  Employees areexpected to take appropriate steps to ensure that information and systems areproperly protected from a variety of threats such as error, fraud,embezzlement, sabotage, extortion, industrial espionage, privacy violations andnatural disaster.

 

Security measures must be employed regardless of the medium on whichinformation is stored (fiche, paper, magnetic media, etc.) or the methods bywhich 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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Managers are expected to devote sufficient time and resources to enforceinformation security for information under their control or use.

 

For related information, refer to the Company’s Computer, E-mail,Telephone, Voice Mail and Internet Access Policy available from the Mueller LawDepartment.

 

**IX.  SECURITIES LAWS AND INSIDER INFORMATION**

 

Since common stock and certain other securities issued or intended to beissued by Mueller Holding Company, Inc. are or will be publicly traded,the Company is subject to numerous federal and state laws regulating disclosureof Company information and the trading of its securities.

 

For related information, please refer to the Company’s Insider TradingPolicy, available from the Mueller Law Department.  If you have questions or are uncertain abouthow these laws may apply to a specific activity, contact the Mueller LawDepartment at (813) 871-4120 or (603) 422-8030. We encourage you to ask questions and seek advice.

 

**X.  OTHER LAWS**

 

Employees of the Company are expected to follow the laws, regulations,judicial decrees and orders applicable to the Company, its property, employeesand actions.  While this Code of Conductaddresses some specific legal areas, it cannot comprehensively set forth allapplicable legal requirements.  Employeesare encouraged to report their concerns to their manager or supervisor, or, ifthey prefer, to the Company’s auditors, legal counsel or other designatedperson.

 

**A.  ANTITRUST**

 

The Company’s business is conducted under conditions of intensecompetition. The Company is committed to the concept of fair and vigorouscompetition for contributing to economic and social progress.  This specifically includes adherence toantitrust laws and regulations.

 

For related information, refer to the Company’s Antitrust CompliancePolicy, available from the Mueller Law Department.  If you have questions or are uncertain abouthow these laws may apply to a specific activity, contact the Mueller Law Department.  We encourage you to ask questions and seekadvice.

 

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

 

It is Company 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.

 

Every employee is responsible for attaining and maintaining a safe workenvironment, and each employee is expected to perform in accordance with allhealth and safety laws, regulations and Company policies.  Employees are responsible for notifying asupervisor, or, if they prefer, the Company’s internal auditors, 

 

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the Law Department or other designated person, of any hazardous conditionin the workplace and any other suspected violation of health and safety lawsand regulations.

 

For related information, refer to the Company’s Environmental, Health andSafety policy available from the Mueller Law Department.

 

**C.  EMPLOYMENT PRACTICES**

 

The Company is an equal opportunity employer.  Our policy is to maintain a workingenvironment free from harassment and discrimination because of race, color,religion, sex, age, sexual orientation, national origin or disability.  Company policy and governmental regulationsforbid harassment and discrimination in recruiting, hiring, training,promotion, transfer, salary administration, and all other terms, conditions andbenefits of employment.  The Company hasadopted and distributed to every employee a detailed policy forbidding any formof sexual harassment in the workplace.  MuellerHolding Company, Inc. and each of its subsidiaries provide additional guidance to employees onthe requirements imposed by the equal opportunity laws and the policyprohibiting sexual harassment in the workplace.

 

**D.  ALCOHOL ANDSUBSTANCE ABUSE**

 

The manufacture, 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 is prohibited.  The presence or use of alcohol in theworkplace will not be tolerated.

 

**XXI.  ADVERTISING / PROMOTION**

 

Advertisements used by the Company are to be substantiated by supportingdata before they are published or broadcast. Every effort must be made toensure that the customer is not disappointed by claims for our products thatare not supported by performance.  Thepurpose of our advertising has always been to emphasize the quality of ourproducts.

 

**XII. POLITICAL CONTRIBUTIONS**

 

Corporate political contributions are permitted only with prior writtenapproval of Company 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 of hospitality and entertainment directed to public officials shouldbe of such a scale as to avoid compromising the integrity or impugning thereputation of the Company or the public official and shall comply withapplicable law.  These acts should notonly be legal, proper and 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 . . .**

 

The Company 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.

 

Ethical business 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 of us takes pride in the high standards of conduct that identifies usas Company employees.  It is ourresponsibility to implement 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.

 

All employees assume the responsibility to:

 

•                  Read and understand the requirements of thisCode of Conduct.

 

•                  Sign required acknowledgment forms and anannual Code of Conduct Compliance Statement.

 

•                  Abide by the Code of Conduct.

 

•                  Demonstrate through daily conduct theirpersonal commitment to complying with the Code of Conduct.

 

•                  Remain alert to actions by any employee, orany other person or organization with which the Company has a relationship thatviolate the Code of Conduct.

 

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

 

**CODE OF CONDUCT COMPLIANCEPROGRAM**

 

To ensure compliance with this Code of Conduct and all legal and regulatoryrequirements relevant to our business, a compliance procedure has beenestablished.

 

This Code of Conduct is designed to provide guidance to all employees onmatters of proper business conduct and ethics and should be reviewed with otherCompany policies.  This complianceprocedure has 

 

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been established to answer questions, provide advice, investigateallegations of wrongdoing and arrange for appropriate corrective anddisciplinary actions if violations are discovered. The Mueller Ethics Committeeoversees administration of the program, reviews allegations of Code violationsand periodically reports to the Company’s Board of Directors.

 

**Improper Use of the Program**

 

In no event will the Company take or threaten anyaction against an employee for making a report or disclosing information ingood faith.  Unfortunately, any programcan be abused.  For example, an employeemay attempt 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**

 

Depending on severity, violations of this Code of Conduct may result in theCompany:

 

•                  taking disciplinary action, includingtermination of employment, 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 bothyou and the Company to criminal and/or civil prosecution.

 

**REPORTING VIOLATIONS**

 

All employees of the Company have the responsibility to report anyviolation of this Code of Conduct. Violations should be reported in detail, conveying as much informationas is available to facilitate 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 generallybe addressed first with immediate supervisors. This may provide valuable insight or perspective and will encourageresolution of problems within the appropriate department.  However, an employee who does not feelcomfortable discussing the matter with his or her immediate supervisor shouldaddress the matter with the appropriate department head, a member of the MuellerEthics Committee, a Mueller Ethics Officer, or report it over the specialtelephone hotline available for this purpose (see hotline informationbelow).  The Mueller Hotline isindependently operated by a third party that is not affiliated with Mueller orany of Mueller’s affiliates.  Reportsreceived by the operator of the Hotline will be forwarded to the Mueller EthicsCommittee for review and investigation if appropriate.  Reports may be made anonymously.  When possible, written reports should besubmitted on the attached Ethical Conduct Inquiry form.

 

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During the review, the person or persons conducting the review will not beat liberty to discuss with the complainant the investigation or preliminaryfindings.  Depending on thecircumstances, upon completion of the investigation, a summary of findings maybe reported if requested.

 

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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 officeror manager 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 24hours each day, seven days a week.***

 

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**MUELLER WATER PRODUCTSAND SUBSIDIARIES**

 

**Code of ConductEthical Conduct Inquiry (ECI)**

 

**Instructions**

 

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

 

*2.**             **You need not identify yourself asthe person making this report.  You mayalso list yourself and others in the appropriate section as persons whomay have relevant information.*

 

*3.**             **You may leave your report with anEthics Officer or mail 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:  Anthony Goffigan*

*Director of Internal Audit*

*550 West Eldorado Street*

*Decatur, IL  62522*

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

*(217) 425-7240 (fax)*

 

*4.*              You may confirm that your report wasreceived by calling the Mueller Holding Company Law Department anonymously at(603) 422-8030 or (813) 871-4057 or Internal Audit Director, Anthony Goffiganat (217) 425-7561 and asking if the report has been logged in.

 

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Circumstances of Suspected Violation*(Attach additional sheets if needed)

 

Briefly describe suspected violation (what happened)?

 

 

When did 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 allknown facts will prevent a complete and timely investigation**.

 

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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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