Vice President of Business Development Employment Agreement

MUELLER GROUP, INC.



EMPLOYMENT AGREEMENT





This AGREEMENT (this " Agreement ") is entered into as of February 18, 2005, by and between Darrell Jean (the " Employee ") and Mueller Group, Inc., a Delaware corporation (the " Company ").





WHEREAS, the Employee is currently an employee of the Company;



WHEREAS, the Company and the Employee desire to modify and memorialize, as of the Effective Date (as defined below in paragraph 1), certain aspects of such employment relationship;



NOW, THEREFORE, in consideration of the covenants and conditions herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party, the parties hereto hereby agree as follows:





1. Employment . The Employee92s employment with the Company under this Agreement shall have commenced as of January 1, 2005 (the " Effective Date ") and shall continue through December 31, 2007 (such three (3) year period, the " Term ") (subject to paragraphs 3 and 4(f)), and the Employee hereby accepts such employment, all upon the terms and conditions set forth herein.



2. Duties and Responsibilities . The Employee shall hold the position of Vice President of Business Development of the Company and shall report to the Chief Executive Officer of the Company. The Employee shall have those duties and responsibilities that are commensurate with his position and assigned to him by the Chief Executive Officer of the Company.



3. Termination of Employment . During the Term:



(a) The Company may terminate the Employee92s employment for Cause (as defined below in paragraph 3(e)) at any time, effective immediately, or for any reason other than for Cause at any time.



(b) The Employee may terminate his employment with the Company at any time, by not less than thirty (30) days prior written notice (which notice, the Company may waive in its sole discretion).



(c) The Employee92s employment may terminate due to his death or Disability (as defined below in paragraph 3(f)).



(d) In the event of termination of the Employee92s employment: (i) by the Company for Cause, or (ii) by the Employee for whatever



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reason, or (iii) due to the death of the Employee, or (iv) due to the Disability of the Employee, the Company shall continue to compensate the Employee in the normal course through the effective date of termination, and the severance payment obligations of paragraph 4(f) shall be inapplicable.



(e) For purposes of this Agreement, " Cause " shall mean the Employee92s: (i) failure to substantially perform his duties; (ii) conviction of a felony; (iii) act of fraud, embezzlement or willful dishonesty in relation to the business or affairs of the Company or any other felonious conduct on the part of the Employee that is demonstratably detrimental to the best interests of the Company; (iv) being repeatedly under the influence of illegal drugs or alcohol while performing his duties; or (v) commission of any other willful act that is demonstratably injurious to the financial condition or business reputation of the Company.



(f) For purposes of this Agreement, " Disability " shall be deemed to have occurred if the Employee has been unable to perform the duties of his employment due to mental or physical incapacity for a period of six (6) consecutive months or for any twelve (12) months in any period of twenty-four (24) consecutive months.



4. Compensation . In return for his services hereunder, the Employee shall be entitled to (i) the Salary and bonus opportunity as specified below and (ii) certain fringe benefits to the extent provided below.



(a) Salary . Starting with the Effective Date, the Employee shall be paid a base salary (the " Salary ") at an annual rate of not less than Two Hundred Thousand ($200,000) Dollars. The Salary shall be reviewed no less frequently than annually by the compensation committee of the board of directors of Mueller Water Products, Inc. and shall be increased by an amount that is at least equal to the greater of (i) four (4%) percent of the Employee92s base salary in effect immediately prior to such adjustment or (ii) the product of (A) the cost of living increase (as defined in the immediately subsequent sentence) and (B) the Employee92s base salary in effect immediately prior to such adjustment. The " cost of living increase " shall mean the difference, expressed as a percentage, between (i) the Consumer Price Index most recently published by the Bureau of Labor Statistics of the U.S. Department of Labor, Chicago-Gary-Kenosha, for urban wage earners and clerical workers, prior to the date of such adjustment and (ii) such index as so published for the immediately proceeding period. Salary payments shall be made as customarily disbursed by the Company.



(b) Annual Bonus . The Employee shall receive an annual bonus, payable at the conclusion of each fiscal year, equivalent to not less than five (5%) percent of the bonus pool applicable to compensate senior



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executives of the Company (currently, the Senior Executive Bonus Pool of the Mueller Water Products, Inc. Management Incentive Plan).



(c) IPO Equity Compensation . In the event an initial public offering of equity securities by Mueller Water Products, Inc. is consummated during the Employee92s employment with the Company and if other senior executives of the Company are entitled to receive equity compensation awards in connection with such offering, the Employee shall be entitled to participate in such awards in a manner similar to such other senior executives; provided that the level of the Employee92s participation will be subject to the sole discretion of the board of directors of Mueller Water Products, Inc.



(d) Fringe Benefits and Expenses . The Employee shall be entitled to participate from time to time in all fringe benefits of the Company made available to employees generally, and employees of a class including the Employee. For purposes of this paragraph 4(d), the Employee will be included in the class of senior executives of the Company. The Company shall promptly reimburse the Employee for all ordinary and necessary expenses incurred by the Employee on behalf of the Company.



(e) Insurance and Indemnification . The Employee shall be entitled to such insurance coverage and indemnification, including reimbursement of legal fees and expenses, as are maintained by the Company and its affiliates from time to time for its senior executives in accordance with and to the extent of the governing documents of the Company and its affiliates and applicable law. For the avoidance of doubt, this paragraph 4(e) shall survive the expiration or termination of this Agreement.



(f) Severance Payment . In the event the Employee is terminated by the Company for any reason other than for Cause on or before December 31, 2006, the Employee shall be entitled to severance compensation in an amount equal to the greater of (i) the sum of the unpaid Salary (as would have been in effect) and annual bonus (only if and to the extent bonus is paid to other senior executives of the Company) for the remainder of the Term, or (ii) the sum of (A) eighteen (18) months Salary (at the rate then in effect), plus (B) one hundred fifty (150%) percent of the annual bonus paid or payable to the Employee for the fiscal year immediately preceding the fiscal year in which such termination occurs, and in the event the Employee is terminated by the Company for any reason other than for Cause after December 31, 2006 but before the end of the Term, the Employee shall be entitled to severance compensation in an amount as described in clause (ii) above. Such severance compensation shall be payable ratably in monthly installments, commencing six (6) months from the effective date of such termination.



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In addition, in the event the Employee is terminated by the Company for any reason other than for Cause at any time before the end of the Term, Mueller Water Products, Inc. shall waive any right to repurchase any of its equity securities then held by the Employee. Notwithstanding anything set forth in this paragraph 4(f) to the contrary, the Company92s obligation to make the severance payments provided for herein is and shall be conditioned upon the execution by the Employee, tender to the Company and non-revocation by the Employee of a release of claims against the Company. Said release of claims shall be in a form conforming in all material respects to the release attached hereto and incorporated herein as Exhibit #1 (the " Release ").





5. Provisions Relating to Employee Conduct and Termination of Employment .



(a) Confidentiality . The Employee recognizes and acknowledges that certain assets of the Company constitute Confidential Information (as defined below in paragraph 5(c)). The Employee ...