EXHIBIT 10.2 AMENDED AND RESTATED CONSULTING AGREEMENT This AMENDED AND RESTATED CONSULTING AGREEMENT

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                                                            EXHIBIT 10.2

                  AMENDED AND RESTATED CONSULTING AGREEMENT

            This AMENDED AND RESTATED CONSULTING AGREEMENT, (the
"Agreement"), is made by and between MUELLER INDUSTRIES, INC., a Delaware
corporation having its principal address at 8285 Tournament Drive, Suite
150, Memphis, Tennessee 38125 (the "Company"), and HARVEY KARP, an
individual residing at West End Road, (P.O. Box 30) East Hampton, New York
11937 (the "Executive").

                            W I T N E S S E T H:

            WHEREAS, the Executive is currently employed with the Company
pursuant to an Amended and Restated Employment Agreement, effective as of
September 17, 1997, and amended as of even date herewith (the "Employment
Agreement"), and the Company desires to retain the Executive to provide
certain consulting services to the Company following termination of his
employment;

            WHEREAS, the Company and the Executive are parties to that
certain Consulting Agreement, dated June 21, 2004 (the "Prior Consulting
Agreement"); and

            WHEREAS, the Company and the Executive wish to amend and
restate the Prior Consulting Agreement on the terms set forth in this
Agreement.

            NOW, THEREFORE, the parties hereto agree as follows:

            1. Effective Date.

            This Agreement shall become effective (the "Effective Date")
upon the termination of Executive's employment as Chairman of the Company,
provided that the Executive's employment has not been terminated by the
Company for Cause or on account of Executive's death or permanent
disability.

            2. Appointment as Independent Consultant.

            On the Effective Date, Executive shall be appointed as an
independent consultant and advisor to the Company.  As an independent
consultant and advisor to the Company, the Executive shall be available
upon reasonable notice given by the Company to consult with and advise the
Company on matters within his expertise and for which he had responsibility
for during his employment with the Company, provided that the Executive
shall not be required to devote more than 20 hours per month to such
consulting services during the first four (4) years of the Consulting
Period (as defined below) and not more than 10 hours per month to such
consulting services during the last two (2) years of the Consulting Period. 
Executive shall not be required to render consulting services from any
particular location and shall not be required to travel or be present at
the Company's principal offices.





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            3. Consulting Period.

            The Executive shall be available to provide the consulting and
advisory services set forth in Section 1 above for a period commencing on
the Effective Date and ending on the sixth (6th) anniversary of the
Effective Date (the "Consulting Period").

            4. Consulting Fee and Benefits.

            a. As compensation for the Executive's consulting and advisory
services during the Consulting Period, the Company shall pay the Executive
as follows:
               (i) for each of the first four (4) years of the Consulting
            Period, an annual consulting fee equal to two-thirds of the
            Executive's Final Base Compensation, which shall be defined as
            the lesser of (i) the Executive's highest annual cash
            compensation (consisting of base salary and annual bonus) for
            the three-year period from 2005 to 2007 or (ii) $2 million;

               (ii) for each of the final two (2) years of the Consulting
            Period, an annual consulting fee equal to one-third of the
            Final Base Compensation; and

               (iii) such consulting fee shall be paid in equal
            installments in accordance with the normal payroll practices of
            the Company, not less frequently than monthly, except that
            compensation for the first six months of the Consulting Period
            shall be paid in a lump sum six months and one day following
            the Effective Date.

            b. The Executive shall be entitled to reimbursement for
reasonable business and travel expenses incurred in the performance of his
duties in accordance with the Company's normal reimbursement practices.

            c. For each calendar year during the Consulting Period, the
Company shall pay the Executive an amount equal to the Executive's cost of
obtaining private health insurance coverage having terms, substantially
equivalent to the health coverage provided to executive officers of the
Company as in effect from time to time during the Consulting Period.  Such
amounts shall be made on or after January 1 of each calendar year of the
Consulting Period, but in no event later than December 31 of each calendar
year of the Consulting Period. 

            5. Termination of the Consulting Relationship.

            a. The Executive may terminate his consulting and advisory
relationship with the Company hereunder, with or without Good Reason, upon
thirty (30) days' advance written notice to the Company.  The Company may
terminate the Executive's consulting and advisory relationship with the
Company hereunder, with or without Cause, upon thirty (30) days' advance
written notice to the Executive.






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            b. The Company shall have Cause to terminate the Executive's
consulting and advisory relationship with the Company hereunder upon (i)
the Executive's willful and continued failure to substantially perform his
obligations hereunder, (ii) the engaging by the Executive in willful
misconduct which is demonstrably and materially injurious to the Company,
or (iii) the Executive's conviction of a felony for a crime of moral
turpitude.  For purposes of this Section 5.b., no act, or failure to act,
on the Executive's part shall be considered "willful" unless done, or
omitted to be done, by him not in good faith and without reasonable belief
that his action or omission was in the best interest of the Company.  The
Executive's consulting and advisory relationship may not be terminated for
Cause in the case of actions or omissions described in clauses (i) or (ii)
of this Section 5.b. unless the Company shall have given the Executive an
opportunity to cure any such actions or omissions during the 30-day period
after the Executive's receipt of written notice.

            c. The Executive shall have Good Reason to terminate his
consulting and advisory relationship with the Company hereunder upon any
breach of this Agreement by the Company, other than an immaterial, isolated
and inadvertent breach which did not occur in bad faith and is cured by the
Company within 10 days of notice thereof from the Executive.

            d. Upon the Company's termination of Executive's consulting and
advisory relationship by the Company hereunder for Cause or by the
Executive without Good Reason, neither the Executive nor the Company shall
have any further obligations hereunder.

            e. If the Company terminates the Executive's consulting and
advisory relationship hereunder without Cause, or if the Executive
terminates such relationship for Good Reason, the Company shall continue to
pay to the Executive the amounts which would have been payable to the
Executive pursuant to Sections 4(a) and 4(c) of this Agreement for the
remaining term of the Consulting Period had such relationship not been so
terminated, which amounts shall be paid at the same time or times as they
would have been paid had such relationship not been so terminated.