MUELLER INDUSTRIES INC
EXHIBIT 10.14, 1998 STOCK OPTION PLAN
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<FILENAME>ex10_14.txt
<DESCRIPTION>EXHIBIT 10.14, 1998 STOCK OPTION PLAN
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                                                               Exhibit 10.14
                            MUELLER INDUSTRIES, INC.
                             1998 STOCK OPTION PLAN

    1.  PURPOSES.

The Mueller Industries, Inc. 1998 Stock Option Plan (the "Plan") is intended
to attract and retain the best available personnel for positions of
substantial responsibility with Mueller Industries, Inc., a Delaware
corporation (the "Company"), and its subsidiary corporations, and to provide
additional incentive to such persons to exert their maximum efforts toward
the success of the Company and its subsidiary corporations. The above aims
will be effectuated through the granting of certain options ("Options") to
purchase shares of the Company's common stock, par value $.01 per share (the
"Common Stock"). Under the Plan, the Company may grant "incentive stock
options" ("ISOs") within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), or Options which are not intended to
be ISOs ("Non-Qualified Options").

    2.  ADMINISTRATION OF THE PLAN.

The Plan shall be administered by the Board of Directors of the Company (the
"Board of Directors"), or a committee consisting of at least two persons,
appointed by the Board of Directors, each of whom shall be both a "non-
employee director" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934 (the "Exchange Act") and an "outside director" within
the meaning of Section 162(m) of the Code (the entity administering the Plan
hereinafter called the "Committee"). The Committee may exercise the power and
authority vested in the Board of Directors under the Plan. Within the limits
of the express provisions of the Plan, the Committee shall have the
authority, in its discretion, to take the following actions under the Plan:

(a) to determine the individuals to whom, and the time or times at which,
Options shall be granted, the number of shares of Common Stock to be subject
to each Option and whether such Options shall be ISOs or Non-Qualified
Options;

(b) to interpret the Plan;

(c) to prescribe, amend and rescind rules and regulations relating to the
Plan;

(d) to determine the terms and provisions of the respective stock option
agreements granting Options, including the date or dates upon which Options
shall become exercisable, which terms need not be identical;

(e) to accelerate the vesting of any outstanding Options; and

(f) to make all other determinations and take all other actions necessary or
advisable for the administration of the Plan.

In making such determinations, the Committee may take into account the nature
of the services rendered by such individuals, their present and potential
contributions to the Company's success, and such other factors as the



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Committee, in its discretion, shall deem relevant. An individual to whom an
Option has been granted under the Plan is referred to herein as an
"Optionee". The Committee's determinations on the matters referred to in this
Section 2 shall be conclusive.

    3.  SHARES SUBJECT TO THE PLAN.

The total number of shares of Common Stock which shall be subject to Options
granted under the Plan shall not exceed 300,000, subject to adjustment as
provided in Section 7 hereof. The Company shall at all times while the Plan
is in force reserve such number of shares of Common Stock as will be
sufficient to satisfy the requirements of outstanding Options. The shares of
Common Stock to be issued upon exercise of Options shall be authorized and
unissued or reacquired shares of Common Stock. The shares of Common Stock
relating to the unexercised portion of any expired, terminated or cancelled
Option shall thereafter be available for the grant of Options under the Plan.

    4.  ELIGIBILITY.

(a) Options may be granted under the Plan only to (i) employees of the
Company and (ii) employees of any "subsidiary corporation" (a "Subsidiary")
of the Company within the meaning of Section 424(f) of the Code; PROVIDED,
HOWEVER, that no person may be granted Options under the Plan with respect to
more than 70,000 shares of Common Stock in any one year. The term "Company,"
when used in the context of an Optionee's employment, shall be deemed to
include Subsidiaries of the Company.

(b) Nothing contained in the Plan shall be construed to limit the right of
the Company to grant stock options otherwise than under the Plan for proper
corporate purposes.

    5.  TERMS OF OPTIONS.

The terms of each Option granted under the Plan shall be determined by the
Committee consistent with the provisions of the Plan, including the following:

(a) The purchase price of the shares of Common Stock subject to each Option
shall be fixed by the Committee, in its discretion, at the time such Option
is granted; PROVIDED, HOWEVER, that in no event shall such purchase price be
less than the Fair Market Value (as defined in paragraph (g) of this Section
5) of the shares of Common Stock as of the date such Option is granted.

(b) The dates on which each Option (or portion thereof) shall be exercisable
shall be fixed by the Committee, in its discretion, at the time such Option
is granted.

(c) The expiration of each Option shall be fixed by the Committee, in its
discretion, at the time such Option is granted. No Option shall be
exercisable after the expiration of ten (10) years from the date of its grant
and each Option shall be subject to earlier termination as determined by the
Committee, in its discretion, at the time such Option is granted.






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(d) Options shall be exercised by the delivery to the Company at its
principal office or at such other address as may be established by the
Committee (Attention: Corporate Treasurer) of written notice of the number of
shares of Common Stock with respect to which the Option is being exercised
accompanied by payment in full of the purchase price of such shares. Unless
otherwise determined by the Committee, payment for such shares may be made
(i) in cash, (ii) by certified check or bank cashier's check payable to the
order of the Company in the amount of such purchase price, (iii) by delivery
to the Company of shares of Common Stock (held by the Optionee for at least
six months prior to such delivery) having a Fair Market Value equal to such
purchase price, (iv) by irrevocable instructions to a broker to deliver
promptly to the Company the amount of sale or loan proceeds necessary to pay
such purchase price and to sell the shares of Common Stock to be issued upon
exercise of the Option and deliver the cash proceeds less commissions and
brokerage fees to the Optionee or to deliver the remaining shares of Common
Stock to the Optionee, or (v) by any combination of the methods of payment
described in (i) through (iv) above.

(e) An Optionee shall not have any of the rights of a holder of the Common
Stock with respect to the shares of Common Stock subject to an Option until
such shares are issued to such Optionee upon the exercise of such Option.

(f) Generally, an Option shall not be transferable, except by will or the
laws of descent and distribution, and may be exercised, during the lifetime
of an Optionee, only by the Optionee; PROVIDED, HOWEVER, that the Committee
may, in its sole discretion, at the time of grant or at any time thereafter,
allow for the transfer of Options that are not ISOs to other persons or
entities, subject to such conditions or limitations as it may establish. No
Option granted under the Plan shall be subject to execution, attachment or
other process.

(g) For purposes of the Plan, as of any date when the Common Stock is quoted
on the NASDAQ Stock Market or listed on one or more national securities
exchanges, the "Fair Market Value" of the Common Stock as of any date shall
be deemed to be the mean between the highest and lowest sale prices of the
Common Stock reported on the NASDAQ Stock Market or the principal national
securities exchange on which the Common Stock is listed and traded on the
immediately preceding date, or, if there is no such sale on that date, then
on the last preceding date on which such a sale was reported. If the Common
Stock is not quoted on the NASDAQ Stock Market or listed on an exchange, or
representative quotes are not otherwise available, the "Fair Market Value" of
the Common Stock shall mean the amount determined by the Committee to be the
fair market value based upon a good faith attempt to value the Common Stock
accurately.

    6.  SPECIAL PROVISIONS APPLICABLE TO ISOS.

The following special provisions shall be applicable to ISOs granted under
the Plan.

(a) No ISOs shall be granted under the Plan after ten (10) years from the
earlier of (i) the date the Plan is adopted, or (ii) the date the Plan is
approved by the holders of the Common Stock.




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(b) ISOs may not be granted to a person who owns stock possessing more than
10% of the total combined voting power of all classes of stock of the
Company, any of its Subsidiaries, or any "parent corporation" (a "Parent") of
the Company within the meaning of Section 424(e) of the Code.

(c) If the aggregate Fair Market Value of the Common Stock with respect to
which ISOs are exercisable for the first time by any Optionee during a
calendar year (under all plans of the Company and its Parents and
Subsidiaries) exceeds $100,000, such ISOs shall be treated, to the extent of
such excess, as Non-Qualified Options. For purposes of the preceding
sentence, the Fair Market Value of the Common Stock shall be determined at
the time the ISOs covering such shares were granted.

    7.  ADJUSTMENT UPON CHANGES IN CAPITALIZATION.

(a) In the event that the outstanding shares of Common Stock or the capital
structure of the Company are changed by reason of reorganization, merger,
consolidation, recapitalization, reclassification, stock split, reverse stock
split, combination or exchange of shares and the like, or dividends payable
in shares of Common Stock, the Committee shall make such appropriate
adjustment to the aggregate number of shares of Common Stock available under
the Plan, the number of shares of Common Stock subject to Options that may be
granted to any person in any one year, and in the number of shares of Common
Stock and price per share of Common Stock subject to outstanding Options as
determined by the Committee, in its sole discretion to be appropriate. If the
Company shall be reorganized, consolidated, or merged with another
corporation, or if all or substantially all of the assets of the Company
shall be sold or exchanged, an Optionee shall at the time of issuance of the
stock under such corporate event be entitled to receive upon the exercise of
his Option the same number and kind of shares of stock or the same amount of
property, cash or securities as he would have been entitled to receive upon
the occurrence of any such corporate event as if he had been, immediately
prior to such event, the holder of the number of shares of Common Stock
covered by his Option; PROVIDED, HOWEVER, that if any such event occurs or if
the Company enters into an agreement to undertake any such event, the
Committee may, in its sole discretion, cancel any outstanding options and pay
to such Optionees, in cash or stock, or any combination thereof, the value of
such Options as determined by the Committee based on the price per share of
Common Stock received or to be received by the stockholders of the Company
upon such event.

(b) Any adjustment under this Section 7 in the number of shares of Common
Stock subject to Options shall apply proportionately to only the unexercised
portion of any Option granted hereunder. If fractions of a share would result
from any such adjustment, the adjustment shall be revised to the next lower
whole number of shares.

    8.  FURTHER CONDITIONS OF EXERCISE.

(a) The obligation of the Company to issue shares of Common Stock pursuant to
the exercise of Options shall be subject to all applicable laws, rules and
regulations, and to such approvals by governmental agencies as may be
required. Notwithstanding any of the provisions hereof, the Optionee may not
exercise the Options, and the Company will be under no obligation to offer to
sell or to sell and shall be prohibited from offering to sell or selling any


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shares of Common Stock pursuant to the exercise of any Option unless such
exercise, offer or sale shall be properly registered pursuant to the
Securities Act of 1933 (as now in effect or as hereafter amended) (the
"Securities Act") with the Securities and Exchange Commission or unless the
Company has received an opinion of counsel, satisfactory to the Company, that
such shares may be offered or sold without such registration pursuant to an
available exemption therefrom and the terms and conditions of such exemption
have been fully complied with. Any determination in this connection by the
Committee shall be final, binding and conclusive. The Company shall use
reasonable efforts to register the offer or sale of shares of Common Stock
underlying any Option pursuant to the Securities Act and to take any other
affirmative action in order to cause the exercise of the Options or the
issuance or transfer of shares pursuant thereto to comply with any law or
regulation of any governmental authority. If the shares of Common Stock
offered for sale or sold under any Option are offered or sold pursuant to an
exemption from registration under the Securities Act, the Company may
restrict the transfer of such shares and may legend the Common Stock
certificates representing such shares in such manner as it deems advisable to
ensure the availability of any such exemption.

(b) The Company is relieved from any liability for the non-issuance or non-
transfer or any delay in issuance or transfer of any shares of Common Stock
subject to Options which results from the inability of the Company to obtain
or in any delay in obtaining from any regulatory body having jurisdiction all
requisite authority to issue or transfer shares of Common Stock of the
Company either upon exercise of the Options or shares of Common Stock issued
as a result of such exercise if counsel for the Company deems such authority
necessary for lawful issuance or transfer of any such shares.

    9.  TERMINATION, MODIFICATION AND AMENDMENT.

(a) The Plan (but not Options previously granted under the Plan) shall
terminate ten (10) years from the date of its adoption by the Board of
Directors, and no Option shall be granted after termination of the Plan.

(b) The Plan may at any time be terminated or, from time to time, be modified
or amended by the Board of Directors; PROVIDED, HOWEVER, that the Board of
Directors shall not, without approval by the affirmative vote of the holders
of a majority of the shares of the capital stock of the Company present in
person or by proxy and entitled to vote at the meeting, amend the Plan to (i)
increase (except as provided by Section 7) the maximum number of shares of
Common Stock as to which Options may be granted under the Plan, (ii) increase
the maximum number of shares as to which Options may be granted to any person
in any single year, (iii) decrease the purchase price for Options below Fair
Market Value at the time of grant, or (iv) change the class of persons
eligible to receive Options under the Plan.

(c) No termination, modification or amendment of the Plan may adversely
affect the rights conferred by any Options without the consent of the
affected Optionee.







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    10.  EFFECTIVENESS OF THE PLAN.

The Plan shall become effective upon adoption by the Board of Directors of
the Company, subject to the approval by the shareholders of the Company.
Options may be granted under the Plan prior to receipt of such approval,
provided that, in the event such approval is not obtained, the Plan and all
Options granted under the Plan shall be null and void and of no force and
effect.

    11.  NOT A CONTRACT OF EMPLOYMENT.

Nothing contained in the Plan or in any stock option agreement executed
pursuant hereto shall be deemed to confer upon any Optionee any right to
remain in the employ of the Company or of any Subsidiary.

    12.  GOVERNING LAW.

The Plan shall be governed by the laws of the State of Delaware without
reference to principles of conflict of laws thereof.

    13.  WITHHOLDING.

As a condition to the exercise of any Option, the Committee may require that
an Optionee satisfy, through withholding from other compensation or
otherwise, the full amount of all federal, state and local income and other
taxes required to be withheld in connection with such exercise. The Committee
may, in its sole discretion, allow for the retention by the Company of shares
of Common Stock otherwise to be delivered to the Optionee upon the exercise
of any Option in order to satisfy this withholding requirement.

As adopted by the Board of Directors of
Mueller Industries, Inc. as of February 12, 1998.























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