Estate and tax planning is provided to certain named executive officers to complement our various compensation elements for the purpose of ensuring they maximize the value of the long-term equity incentive particularly as it relates to understanding the tax complexity of such benefits. We provide certain club memberships in part to facilitate networking with and entertainment of our business clients. Because of the nature of such memberships, our named executive officers gain some personal benefits. We maintain a company-owned airplane primarily to provide efficient transportation to certain employees and customers for business travel. From time to time, when our plane is not being used for business purposes, we allow certain named executive officers to use the plane for personal travel. We also maintain a company-owned boat. Our boat is primarily for the purpose of entertaining business clients. From time to time, when our boat is not being used for business reasons, we allow our Chief Executive Officer to use our boat for personal reasons.

Post-Employment and Change-in-Control Compensation

     We believe that providing employment agreements at the top executive level is generally in line with market practice and allows us to be competitive and retain our top executives. We have entered into employment contracts with Messrs. Karp, O’Hagan, McKee and Christopher. In the event that one of these executives resigns for “good reason,” as defined in the employment agreement, or is terminated without “cause,” as defined in the employment agreement, the executive will be entitled to receive his then current base salary and a bonus equal to the average annual bonus actually paid in the immediately preceding three years for the remainder of the term of the agreement, and all unvested stock option awards will immediately vest. In addition, following any such termination, (i) Mr. Karp will be entitled to participate in our health and medical benefit plans, and will be entitled to the use of an office and secretarial services in New York City for the remainder of the term of the agreement and (ii) Messrs. O’Hagan, McKee and Christopher will be entitled to participate in our health and medical benefit plans until they reach the age of 65. In the event of a “change in control,” as defined in the employment agreements, the executives may resign within six months following such event and they will be entitled to the same payments as discussed above but the payments will be made in a lump sum within 30 days following such termination. We provide this ability to resign following a change in control as an added incentive and reward for the executives to remain employed through the consummation of the change in control and to ensure the

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completion of such event which should ultimately deliver value to our stockholders. Our employment agreement with Mr. Christopher also provides us with a certain level of protection against competition and solicitation of customers and employees if he terminates employment with us. In the event that any “payment” (as defined in the employment agreements) would be subject to the excise tax imposed by the “golden parachute” regulations under the Internal Revenue Code, Messrs. Karp, O’Hagan, McKee and Christopher would be entitled to a gross-up payment from the Company to cover such taxes.

     We have also entered into consulting agreements with Messrs. Karp and O’Hagan. Mr. O’Hagan’s consulting agreement will become effective upon the earliest of (i) termination of his employment by us without cause, (ii) termination by him for good reason or (iii) termination within six months following a change in control. Mr. Karp’s consulting agreement will become effective upon the termination of his employment, provided such termination is not for cause or by reason of Mr. Karp’s death or disability. The agreements provide for the consulting services of these executives for a period of six years following their termination of employment. The executives are also prohibited from competing with us during this period.

     During their consulting and non-compete period, Messrs. Karp and O’Hagan are entitled to receive an annual consulting fee equal to (i) two-thirds of their “final base compensation” for the first four years of such periods and one-third of their final base compensation for the last two years of such periods. The final base compensation for Messrs. Karp and O’Hagan is the lesser of: (i) their respective highest annual cash compensation (consisting of base salary and annual bonus) during the last three years of their employment with us (or, in the case of Mr. Karp, for the three-year period from 2005 to 2007) and (ii) $2,000,000. In addition, Mr. O’Hagan will be entitled to participate in the same health, major medical, hospitalization and dental insurance coverage as is generally available to the executive officers of the Company from time to time during his consulting and non-compete period. We will also provide Mr. O’Hagan with the same office space provided under his employment agreement (or such other comparable office space anywhere in the United States designated by and acceptable to them) and secretarial services and he will continue to have access to our private airplane on the same basis available to him while employed with us, provided he reimburses us for any personal use of such airplane. We will pay Mr. Karp an amount equal to the cost of

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his obtaining health insurance coverage having terms, substantially equivalent to the health coverage provided to other executive officers during his consulting and non-compete period.

     The purpose of these agreements is to provide us with protection against competition from these executives and a transition period following their termination of employment during which they will continue to provide limited services and be available for consultation with respect to their unique industry and Company specific knowledge as needed to allow a smooth transition with their successors and minimize, to the extent possible, any succession difficulties. As with the employment agreements described in the preceding paragraph, these consulting agreements provide for gross-up payments in the event that payments under them would be subject to the excise tax imposed by the “golden parachute” regulations under the Internal Revenue Code.

Tax and Accounting Impact

     Section 162(m) of the Code generally disallows a tax deduction to public companies for compensation in excess of $1,000,000 paid to each of our chief executive officer and our next four most highly paid executive officers. Qualifying “performance-based compensation” is not subject to this deduction limitation if certain requirements are met. In December of 2004, our board of directors adopted the Mueller Industries, Inc. Annual Bonus Plan, which was subsequently approved by our stockholders at our Annual Meeting of Stockholders in May of 2005. Annual bonus awards paid under this plan will qualify as performance-based compensation and thus will be fully deductible by us. Taxable compensation pursuant to stock options granted under our stock option plans will also qualify as performance-based compensation and will be fully deductible by us at the time of exercise. Although the base salary compensation paid to Mr. Karp exceeds $1,000,000 and the amount in excess thereof is not deductible by us for tax purposes, we believe that the impact of this is immaterial and necessary to adequately compensate Mr. Karp in light of his past and continuing contributions to our growth. We periodically review the potential consequences of Section 162(m) with respect to compensatory elements. In the future we may authorize other compensation payments to our named executive officers that do not comply with the exemptions in Section 162(m) if we judge that such payments are appropriate and in the best interests of the stockholders, after taking into consideration changing business conditions and/or any particular executive’s

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particular circumstances. This is consistent with our general compensation policy to remain flexible in order to address business and/or financial challenges as they present themselves.

     Other provisions of the Code can also affect compensation decisions. Under Sections 280G and 4999 of the Code, a 20% excise tax is imposed upon individuals who receive payments upon a change in control to the extent the payments received by them exceed an amount approximating three times their average annual compensation. A company will also lose its tax deduction for such “excess” payments. In our employment agreements with executive officers, we provide for tax “gross-up” payments to cover the cost of this excise tax. We believe it is important that the effects of these tax code provisions not negate the protections which we intend to provide to executive officers in the event of a change in control.

SUMMARY COMPENSATION TABLE FOR 2007

												Non- Equity			Change
									Option			Incentive Plan			in		All Other
		Year		Salary			Bonus		Awards			Compensation			Pension		Compensation				Total
Name and Principal Position (a)		(b)		($)(c)			($)(d)		($)(f)(6)			($)(g)			($)(h)		($)(i)				($)(j)
Harvey L. Karp		2007		$	1,500,000		—			—		$	2,500,000		—		$	40,733	(1)		$	4,040,733
Chairman of the Board		2006		$	1,381,488		—			—		$	2,500,000		—		$	51,065	(1)		$	3,932,553
William D. O’Hagan		2007		$	1,000,000		—		$	1,139,234		$	2,000,000		—		$	132,215	(2)		$	4,271,449
President and Chief		2006		$	745,280		—		$	1,248,580		$	1,490,560		—		$	111,028	(2)		$	3,595,448
Executive Officer
Gregory L. Christopher		2007		$	265,225		$197,154		$	306,584		$	437,621		—		$	23,570	(3)		$	1,230,154
Chief Operating Officer		2006		$	257,500		—		$	282,392		$	614,781		—		$	31,012	(3)		$	1,185,685
Kent A. McKee		2007		$	278,210		—		$	338,284		$	459,046		—		$	21,084	(4)		$	1,096,624
Executive Vice President and		2006		$	270,107		—		$	355,475		$	644,880		—		$	15,762	(4)		$	1,286,224
Chief Financial Officer
James H. Rourke		2007		$	232,974		—		$	262,605		$	384,407		—		$	12,179	(5)		$	892,165
President–Industrial Products		2006		$	226,188		—		$	324,696		$	305,354		—		$	8,800	(5)		$	865,038

____________________
 

(1)	Includes $28,733 of club memberships plus other perquisites consisting of a car allowance in 2007 and $28,169 of club memberships plus other perquisites consisting of a car allowance, personal use of the Company’s aircraft, and sporting event tickets in 2006.
(2)	Includes $103,402 for personal use of the Company’s aircraft, $2,242 for income tax gross-up plus other perquisites consisting of, a car allowance, matching contribution to the Company’s 401(k) Plan, personal tax and estate planning, personal use of the Company’s boat, and club membership in 2007 and $80,375 for personal use of the Company’s aircraft

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	plus other perquisites consisting of a car allowance, matching contribution to the Company’s 401(k) Plan, personal tax and estate planning, personal use of the Company’s boat, and club membership in 2006. The calculation of the cost for personal use of company aircraft includes only those variable costs incurred as a result of personal flight activity and excludes non-variable costs, such as pilots’ salaries, purchase costs of the aircraft and non trip-related hangar expenses which would have been incurred regardless of whether there was any personal use of the aircraft.
(3)	Includes reimbursement for income tax gross-up of $373 plus other perquisites consisting of matching contribution to the Company’s 401(k) Plan, personal tax and estate planning, personal use of the Company’s aircraft, and club membership in 2007 and reimbursement for income tax gross-up of $1,071 plus other perquisites consisting of matching contribution to the Company’s 401(k) Plan, personal tax and estate planning, personal use of the Company’s aircraft, and club membership in 2006.
(4)	Includes reimbursement for income tax gross-up of $1,066 plus other perquisites consisting of matching contribution to the Company’s 401(k) Plan, personal tax and estate planning, club membership and spouse travel to Company functions in 2007 and matching contribution to the Company’s 401(k) Plan, personal tax and estate planning, and club membership in 2006.
(5)	Includes reimbursement for income tax gross-up of $618 plus other perquisites consisting of matching contribution to the Company’s 401(k) Plan, personal tax and estate planning and spouse travel to Company functions in 2007 and matching contribution to the Company’s 401(k) Plan in 2006.
(6)	For information regarding the key assumptions used in determining the fair value of options granted, see Note 12 - Stock-Based Compensation to the Company’s Consolidated Financial Statements filed with its Annual Report on Form 10-K for the fiscal year ended December 29, 2007.

     Salaries paid to our named executives are set forth in the Summary Compensation Table for 2007. For 2007, salaries paid to our named executives accounted for the following percentages of their total compensation: Mr. Karp (37%), Mr. O’Hagan (23%), Mr. McKee (25%), Mr. Christopher (22%), and Mr. Rourke (26%).

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2007 GRANTS OF PLAN BASED AWARDS TABLE

				Estimated Possible Payouts									All Other
				Under Non-Equity Incentive									Option
				Plan Awards (1)									Awards:		Exercise or		Closing
													Number of		Base Price		Price of
													Securities		of Option		Stock on		Grant Date
													Underlying		Awards		Grant		Fair Value
		Grant Date		Threshold		Target				Maximum			Options (#)		($/Sh)		Date		of Option
Name (a)		(b)		($)(c)		($)(d)				($)(e)			(j)		(k)(2)		($/Sh)		Awards ($)(2)
Harvey L. Karp		—		N/A(3)			N/A	(3)		$	2,500,000		—		—		—			—
William D. O’Hagan		07/27/2007											100,000		$36.91		$36.08		$	1,140,900
				N/A(3)			N/A	(3)		$	2,000,000
Gregory L. Christopher		07/27/2007											35,000		$36.91		$36.08		$	399,315
				N/A(3)		$	331,531			$	497,297
Kent A. McKee		07/27/2007											30,000		$36.91		$36.08		$	342,270
				N/A(3)		$	347,762			$	521,644
James H. Rourke		07/27/2007											30,000		$36.91		$36.08		$	342,270
				N/A(3)		$	291,217			$	436,826

____________________
 

(1)	Messrs. Karp and O’Hagan received cash bonus awards under our Annual Bonus Plan based on our exceeding an EBITDA target of $165,000,000. Messrs. McKee, Christopher and Rourke received cash bonus awards under our 2007 Annual Incentive Plan. See our discussion of the Annual Bonus Plan and the 2007 Incentive Plan under the heading “Compensation Discussion and Analysis-Annual Bonus Compensation” above for a more thorough discussion of these plans.
(2)	The per share exercise price of the options was set at the fair market value of our Common Stock on the grant date, which under the terms of our 2002 Stock Incentive Plan is the mean between the highest and lowest sale prices of our Common Stock reported on the NYSE on the date immediately prior to the grant date. The options will vest and become exercisable at the rate of 20% of the underlying Common Stock per year on each of the first five anniversaries of the grant date and will expire on the tenth anniversary of the grant date.
(3)	Because of the nature of the formulas for determining bonus compensation under both the Annual Bonus Plan and the 2007 Annual Incentive Plan, there are no threshold amounts. There are also no target amounts under the Annual Bonus Plan.

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OUTSTANDING EQUITY AWARDS AT FISCAL 2007 YEAR-END

		Option Awards
				Number of			Number of
				Securities			Securities
				Underlying			Underlying
				Unexercised			Unexercised			Option
				Options			Options			Exercise			Option
				(#)			(#)			Price			Expiration
				Exercisable			Unexercisable			($/Sh)			Date
Name (a)		Grant Date		(b)			(c)(1)			(e)			(f)
Harvey L. Karp		—		—			—				—		—
William D. O’Hagan		02/13/2002		155,610			—			$	20.40		02/13/2012
		02/13/2003		124,488			31,122			$	16.13		02/13/2013
		02/10/2004		93,366			62,244			$	20.72		02/10/2014
		02/23/2005		40,000			60,000			$	31.22		02/23/2015
		07/28/2006		20,000			80,000			$	35.05		07/28/2016
		07/27/2007		—			100,000			$	36.91		07/27/2017
Gregory L. Christopher		10/29/1998		15,561			—			$	14.07		10/29/2008
		12/13/1999		15,561			—			$	22.09		12/13/2009
		12/21/2000		7,780			—			$	15.20		12/21/2010
		11/06/2001		7,780			—			$	18.70		11/06/2011
		02/13/2002		15,561			—			$	20.40		02/13/2012
		02/10/2003		15,561			3,890			$	16.62		02/10/2013
		02/10/2004		18,673			12,449			$	20.72		02/10/2014
		02/23/2005		8,000			12,000			$	31.22		02/23/2015
		12/28/2005		18,000			27,000			$	28.04		12/28/2015
		07/28/2006		6,000			24,000			$	35.05		07/28/2016
		07/27/2007		—			35,000			$	36.91		07/27/2017
Kent A. McKee		10/29/1998		1,083			—			$	14.07		10/29/2008
		12/13/1999		11,670			—			$	22.09		12/13/2009
		12/21/2000		11,670			—			$	15.20		12/21/2010
		11/06/2001		15,561			—			$	18.70		11/06/2011
		02/13/2002		19,451			—			$	20.40		02/13/2012
		02/10/2003		24,897			6,225			$	16.62		02/10/2013
		02/10/2004		23,341			15,561			$	20.72		02/10/2014
		02/23/2005		10,000			15,000			$	31.22		02/23/2015
		12/28/2005		18,000			27,000			$	28.04		12/28/2015
		07/28/2006		5,000			20,000			$	35.05		07/28/2016
		07/27/2007		—			30,000			$	36.91		07/27/2017

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		Option Awards
				Number of			Number of
				Securities			Securities
				Underlying			Underlying
				Unexercised			Unexercised			Option
				Options			Options			Exercise			Option
				(#)			(#)			Price			Expiration
				Exercisable			Unexercisable			($/Sh)			Date
Name (a)		Grant Date		(b)			(c)(1)			(e)			(f)
James H. Rourke		07/01/1998		5,387			—			$	23.80		07/01/2008
		10/29/1998		1,840			—			$	14.07		10/29/2008
		12/13/1999		4,527			—			$	22.09		12/13/2009
		12/21/2000		3,113			—			$	15.20		12/21/2010
		11/06/2001		4,668			—			$	18.70		11/06/2011
		02/13/2002		12,449			—			$	20.40		02/13/2012
		02/10/2003		12,449			6,225			$	16.62		02/10/2013
		02/10/2004		12,449			12,449			$	20.72		02/10/2014
		02/23/2005		8,000			12,000			$	31.22		02/23/2015
		07/28/2006		6,000			24,000			$	35.05		07/28/2016
		07/27/2007		—			30,000			$	36.91		07/27/2017

____________________

(1)

All of these options will vest and become exercisable with respect to the underlying shares at the rate of 20% per year on the first five anniversaries of their respective dates of grant.

2007 OPTION EXERCISES

		Option Awards
		Number of			Value
		Shares Acquired			Realized
		on Exercise			on Exercise
Name (a)		(#)(b)			($)(c)
Harvey L. Karp		—				—
William D. O’Hagan		—				—
Gregory L. Christopher		387			$	7,151
Kent A. McKee		—				—
James H. Rourke		—				—

Employment and Consulting Agreements

     We have entered into employment agreements with Messrs. Karp, O’Hagan, McKee and Christopher.

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Karp and O’Hagan Agreements

     Effective as of October 27, 2007, we amended Harvey L. Karp’s then existing Amended and Restated Employment Agreement (as amended, the “Karp Employment Agreement”) to extend the term of the agreement to December 31, 2008 as well as to bring the agreement into compliance with Section 409A of the Code. The amendment also provided that the term of the agreement will automatically extend until December 31, 2009, and for successive one year terms thereafter, unless Mr. Karp gives us at least 4 months’ prior written notice of his intention not to renew the term, or we give Mr. Karp at least 4 months’ prior written notice of our intention not to renew the term. The Karp Employment Agreement provides for Mr. Karp to serve as Chairman of the Board of Directors of the Company. Under the terms of the Karp Employment Agreement, Mr. Karp is to receive (i) an annual base salary of at least $606,373 (to be adjusted upward annually at a rate at least commensurate with increases granted to other key executives) and (ii) a performance-based cash bonus under the terms and conditions of the Annual Bonus Plan. Mr. Karp is also entitled to receive reimbursement for reasonable business and travel expenses incurred in the performance of his duties and will participate in all bonus, incentive, stock option, pension, disability and health plans and programs and all fringe benefit plans maintained by the Company in which senior executives participate.

     Under the terms of the Karp Employment Agreement, Mr. Karp’s employment may be terminated by the Company without cause (as defined in the Karp Employment Agreement) or by Mr. Karp for good reason (as defined in the Karp Employment Agreement) upon appropriate written notice. In either such event, Mr. Karp will continue to receive his then-current base salary as if his employment had continued for the remainder of the then-current term and an annual bonus for the remainder of the then-current term equal to the average bonus for the three calendar years immediately preceding the written notice of termination. In addition, all outstanding unvested Company stock options then held by Mr. Karp will immediately vest and become exercisable and Mr. Karp will continue to participate in our health plans and programs at our expense and we will furnish Mr. Karp with an office in New York City and a secretary for the remainder of such term.

     Mr. Karp may resign voluntarily without good reason upon appropriate written notice. In such event, Mr. Karp will be entitled to receive any accrued but unpaid base salary and, at the Company’s discretion, a bonus for the calendar year in which his resignation without good reason occurs. The Company may terminate Mr. Karp’s

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employment for cause (as defined in the Karp Employment Agreement) upon appropriate written notice. In addition, if Mr. Karp’s employment is terminated for cause or if Mr. Karp voluntarily resigns for any reason other than good reason, his right to receive his base salary, bonus and any other compensation and benefits to which he would otherwise be entitled under the Karp Employment Agreement shall be forfeited as of the date of termination. Mr. Karp may terminate his employment for any reason within six months following a Change in Control (as defined in the Karp Employment Agreement). In such event, the Company will pay to Mr. Karp a lump sum amount equal to (i) his then-current base salary multiplied by the number of full and partial years remaining in the term of the Karp Employment Agreement and (ii) his average annual bonus for the three calendar years immediately preceding the date of termination multiplied by the number of full and partial years remaining in the term of the Karp Employment Agreement. In addition, all outstanding unvested options then held by Mr. Karp shall become immediately exercisable. In the event that any Payment (as defined in the Karp Employment Agreement) would be subject to the excise tax imposed by the “golden parachute” regulations under the Code, Mr. Karp would be entitled to a gross-up payment from the Company to cover such taxes.

     We are party to an Amended and Restated Employment Agreement with Mr. O’Hagan (the “O’Hagan Employment Agreement”). The O’Hagan Employment Agreement provides for Mr. O’Hagan to serve as President and Chief Executive Officer of the Company for a rolling three-year term, which is automatically extended so that the unexpired term on any date is always three years, unless either party gives written notice of his or its intention not to extend the term (the “O’Hagan Employment Period”). Under the terms of the O’Hagan Employment Agreement, Mr. O’Hagan is to receive (i) an annual base salary of at least $413,430 (to be adjusted upward annually at a rate at least commensurate with increases granted to other key executives) and (ii) a performance-based cash bonus under the terms and conditions of the Annual Bonus Plan. Mr. O’Hagan is also entitled to receive reimbursement for reasonable business and travel expenses incurred in the performance of his duties and will participate in all bonus, incentive, stock option, pension, disability and health plans and programs and all fringe benefit plans maintained by the Company in which senior executives participate.

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     Under the terms of the O’Hagan Employment Agreement, Mr. O’Hagan’s employment may be terminated by the Company without cause (as defined in the O’Hagan Employment Agreement) or by Mr. O’Hagan for good reason (as defined in the O’Hagan Employment Agreement) upon appropriate written notice. In either such event, Mr. O’Hagan will continue to receive his then-current base salary as if his employment had continued for the remainder of the O’Hagan Employment Period and an annual bonus for the remainder of the O’Hagan Employment Period equal to the average bonus for the three calendar years immediately preceding the written notice of termination. In addition, all outstanding unvested Company stock options then held by Mr. O’Hagan will immediately vest and become exercisable.

     Mr. O’Hagan may resign voluntarily without good reason upon appropriate written notice. In such event, Mr. O’Hagan will be entitled to receive any accrued but unpaid base salary and, at the Company’s discretion, a bonus for the calendar year in which his resignation without good reason occurs. The Company may terminate Mr. O’Hagan’s employment for cause (as defined in the O’Hagan Employment Agreement) upon appropriate written notice. In addition, if Mr. O’Hagan’s employment is terminated for cause or if Mr. O’Hagan voluntarily resigns for any reason other than good reason, his right to receive his base salary, bonus and any other compensation and benefits to which he would otherwise be entitled under the O’Hagan Employment Agreement shall be forfeited as of the date of termination. Mr. O’Hagan may terminate his employment for any reason within six months following a Change in Control (as defined in the O’Hagan Employment Agreement). In such event, the Company will pay to Mr. O’Hagan a lump sum amount equal to (i) his then current base salary multiplied by the number of years (including partial years) then remaining in the O’Hagan Employment Period and (ii) his average annual bonus for the three calendar years immediately preceding the date of termination multiplied by the number of years (including partial years) then remaining in the O’Hagan Employment Period. In addition, all remaining unvested options previously granted to Mr. O’Hagan shall become immediately exercisable. In the event that any Payment (as defined in the O’Hagan Employment Agreement) would be subject to the excise tax imposed by the “Golden Parachute” regulations under the Code, Mr. O’Hagan would be entitled to a gross-up payment from the Company to cover such taxes.

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     On June 21, 2004, the Company entered into consulting and non-compete agreements with Messrs. Karp and O’Hagan to provide for post-employment consulting services to the Company (the “Karp Consulting Agreement” and the “O’Hagan Consulting Agreement,” respectively, and collectively, the “Consulting Agreements”). We amended the Karp Consulting Agreement effective October 25, 2007.

     The consulting period under the Karp Consulting Agreement, as amended, will begin upon the termination of his employment, provided such termination is not for cause or by reason of Mr. Karp’s death or disability, and will end on the sixth anniversary of such commencement.

     The consulting period under the O’Hagan Consulting Agreement will begin on the earliest of (i) the termination of Mr. O’Hagan’s employment by the Company without cause (as defined in the O’Hagan Employment Agreement), (ii) the termination of Mr. O’Hagan’s employment upon a Change in Control (as defined in the O’Hagan Employment Agreement) or (iii) the resignation of Mr. O’Hagan for good reason (as defined in the O’Hagan Employment Agreement), and will end on the sixth anniversary of such commencement.

     During their respective consulting periods, Messrs. Karp and O’Hagan will serve as independent consultants and advisors to the Company on matters within their respective areas of expertise and for which they had responsibility during their employment with the Company, provided that neither will have to devote more than twenty hours per month during the first four years of their consulting period nor more than ten hours per month during the last two years of their consulting period. During the respective term of the Consulting Agreements, each executive agrees not to engage in Competitive Activity (as defined in the Consulting Agreements).

     As compensation, Messrs. Karp and O’Hagan will each be entitled to receive an annual consulting fee equal to (i) two-thirds of their Final Base Compensation for the first four years of such periods and one-third of their Final Base Compensation for the last two years of such periods. The Final Base Compensation for Messrs. Karp and O’Hagan is the lesser of: (i) their respective highest annual cash compensation (consisting of base salary and annual bonus) during the last three years of their employment with us (or, in the case of Mr. Karp, for the three-year period from 2005 to 2007) and (ii) $2,000,000. In addition, Mr. O’Hagan will be entitled to participate in the same health, major medical, hospitalization and dental insurance coverage as is generally available to the executive officers of the Company from

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time to time during his consulting and non-compete period. We will also provide Mr. O’Hagan with the same office space provided under the O’Hagan Employment Agreement (or such other comparable office space anywhere in the United States designated by and acceptable to them) and secretarial services and he will continue to have access to our private airplane on the same basis available to him while employed with us, provided he reimburses us for any personal use of such airplane. We will pay Mr. Karp an amount equal to the cost of his obtaining health insurance coverage having terms, substantially equivalent to the health coverage provided to other executive officers during his consulting and non-compete period.

     In the event that during the consulting period their respective consulting relationships are terminated by the Company without cause (as defined in the Consulting Agreements) or Messrs. Karp or O’Hagan terminate their consulting relationship for good reason (as defined in the Consulting Agreements), the Company is required to make a lump sum severance payment equal to the balance of all amounts that would have been payable under their respective Consulting Agreement for the remainder of their respective consulting period. Such lump sum amount will be discounted for present value. In addition, in such event, the Company will continue to provide the benefits (such as health insurance) that would have been provided under their respective Consulting Agreement for the remainder of their respective consulting period. In the event that any Payment (as defined in the Consulting Agreements) would be subject to the excise tax imposed by the “Golden Parachute” regulations under the Code, Messrs. Karp and O’Hagan would be entitled to a gross-up payment from the Company to cover such taxes.

McKee and Christopher Agreements

     Effective as of October 17, 2002, the Company entered into an employment agreement with Kent A. McKee, the Company’s Executive Vice President and Chief Financial Officer (the “McKee Employment Agreement”). The McKee Employment Agreement provides for Mr. McKee to serve as Vice President and Chief Financial Officer of the Company (Mr. McKee was subsequently appointed Executive Vice President on October 13, 2005) for a rolling three-year term, which is automatically extended so that the unexpired term on any date is always three years, unless either party gives written notice of his or its intention not to extend the term (the “McKee Employment Period”). Under the terms of the McKee Employment Agreement, Mr. McKee is to receive (i) an annual base salary of $240,000 (to be adjusted upward annually at a rate commensurate with increases granted to other key executives) and

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(ii) a discretionary cash incentive bonus consistent with the executive bonus program which the Company establishes for other key executives. In addition, Mr. McKee is to receive reimbursement for reasonable business and travel expenses incurred in the performance of his duties and will participate in all bonus, incentive, stock option, pension, disability and health plans and programs and all fringe benefit plans maintained by the Company in which senior executives participate.

     Under the terms of the McKee Employment Agreement, Mr. McKee’s employment may be terminated by the Company without cause (as defined in the McKee Employment Agreement) or by Mr. McKee for good reason (as defined in the McKee Employment Agreement) upon appropriate written notice. In either such event, Mr. McKee will continue to receive his then-current base salary as if his employment had continued for the remainder of the McKee Employment Period and an annual bonus for the remainder of the McKee Employment Period equal to the average bonus for the three calendar years immediately preceding the written notice of termination. In addition, all outstanding unvested Company stock options then held by Mr. McKee will immediately vest and become exercisable and Mr. McKee will continue to participate in the Company’s health plans and programs at the Company’s expense until he reaches age 65. In the event that any Payment (as defined in the McKee Employment Agreement) would be subject to the excise tax imposed by the “Golden Parachute” regulations under the Code, Mr. McKee would be entitled to a gross-up payment from the Company to cover such taxes.

     Mr. McKee may resign voluntarily without good reason upon appropriate written notice to the Company. In such event, Mr. McKee will be entitled to receive any accrued but unpaid base salary and, at the Company’s discretion, a bonus for the calendar year in which his resignation without good reason occurs. The Company may terminate Mr. McKee’s employment for cause (as defined in the McKee Employment Agreement) upon appropriate written notice. If Mr. McKee’s employment is terminated for cause or if Mr. McKee voluntarily resigns for any reason other than good reason, his right to receive his base salary, bonus and any other compensation and benefits to which he would otherwise be entitled under the McKee Employment Agreement shall be forfeited as of the date of termination. Mr. McKee may terminate his employment for any reason within six months following a Change in Control (as defined in the McKee Employment Agreement). In such event, the Company will pay to Mr. McKee a lump sum amount equal to (i) his then current base salary multiplied by the number of years (including partial

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years) then remaining in the McKee Employment Period and (ii) his average annual bonus for the three calendar years immediately preceding the date of termination multiplied by the number of years (including partial years) then remaining in the McKee Employment Period. In addition, all remaining unvested options previously granted to Mr. McKee shall become immediately exercisable.

     Effective as of November 9, 2006, the Company entered into an employment agreement with Gregory L. Christopher (the “Christopher Employment Agreement”). The Christopher Employment Agreement provides for Mr. Christopher to serve as the President of the Standard Products Division of the Company for a rolling three-year term, which is automatically extended so that the unexpired term on any date is always three years, unless either party gives written notice of his or its intention not to extend the term (the “Christopher Employment Period”). Under the terms of the Christopher Employment Agreement, Mr. Christopher is to receive (i) an annual base salary of $257,500 (to be adjusted upward annually at a rate commensurate with increases granted to other key executives) and (ii) a discretionary cash incentive bonus consistent with the executive bonus program which the Company establishes for other key executives. In addition, Mr. Christopher is to receive reimbursement for reasonable business and travel expenses incurred in the performance of his duties and will participate in all bonus, incentive, stock option, pension, disability and health plans and programs and all fringe benefit plans maintained by the Company in which senior executives participate.

     Under the terms of the Christopher Employment Agreement, Mr. Christopher’s employment may be terminated by the Company without cause (as defined in the Christopher Employment Agreement) or by Mr. Christopher for good reason (as defined in the Christopher Employment Agreement) upon appropriate written notice. In either such event, Mr. Christopher will continue to receive his then-current base salary as if his employment had continued for the remainder of the Christopher Employment Period and an annual bonus for the remainder of the Christopher Employment Period equal to the average bonus for the three calendar years immediately preceding the written notice of termination. In addition, all outstanding unvested Company stock options then held by Mr. Christopher will immediately vest and become exercisable and Mr. Christopher will continue to participate in the Company’s health plans and programs at the Company’s expense until he reaches age 65. In the event that any Payment (as defined in the Christopher Employment

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Agreement) would be subject to the excise tax imposed by the “Golden Parachute” regulations under the Code, Mr. Christopher would be entitled to a gross-up payment from the Company to cover such taxes.

     Mr. Christopher may resign voluntarily without good reason upon appropriate written notice to the Company. In such event, Mr. Christopher will be entitled to receive any accrued but unpaid base salary and, at the Company’s discretion, a bonus for the calendar year in which his resignation without good reason occurs. The Company may terminate Mr. Christopher’s employment for cause (as defined in the Christopher Employment Agreement) upon appropriate written notice. If Mr. Christopher’s employment is terminated for cause or if Mr. Christopher voluntarily resigns for any reason other than good reason, his right to receive his base salary, bonus and any other compensation and benefits to which he would otherwise be entitled under the Christopher Employment Agreement shall be forfeited as of the date of termination. Mr. Christopher may terminate his employment for any reason within six months following a Change in Control (as defined in the Christopher Employment Agreement). In such event, the Company will pay to Mr. Christopher a lump sum amount equal to (i) his then current base salary multiplied by the number of years (including partial years) then remaining in the Christopher Employment Period and (ii) his average annual bonus for the three calendar years immediately preceding the date of termination multiplied by the number of years (including partial years) then remaining in the Christopher Employment Period. In addition, all remaining unvested options previously granted to Mr. Christopher shall become immediately exercisable.

     During the term of employment and ending on the 18-month anniversary following any termination of employment, Mr. Christopher will be subject to non-competition and non-solicitation covenants. Generally, the non-competition covenant prevents Mr. Christopher from engaging in activities that are competitive with the business of the Company in any geographic area in which the Company does business and the non-solicitation covenant prevents Mr. Christopher from soliciting or hiring any person who was a full-time employee of the Company during the 24-month period preceding the termination of his employment. The Christopher Employment Agreement also contains standard confidentiality provisions.

     On October 25, 2007, Mr. Christopher was promoted to the position of Chief Operating Officer of the Company.

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     The Company does not have any other employment agreements with Named Executive Officers. Except as set forth above, the Company has no compensatory plan or arrangement with respect to any named executive officer which would result in severance or Change in Control payments in excess of $100,000.

POTENTIAL PAYMENTS UNDER EMPLOYMENT AND CONSULTING
AGREEMENTS AS OF THE END OF 2007

		Termination Without Cause												Change in Control
								Intrinsic												Intrinsic
								Value												Value of
		Salary &						of Stock			Consulting			Salary &						Stock			Consulting
		Bonus			Benefits			Options			Agreement			Bonus			Benefits			Options			Agreement
Name (a)		($)(b)			($)(c)(1)			($)(d)(2)			($)(e)(3)			($)(f)(4)			($)(g)(1)			($)(h)(2)			($)(i)(5)
Harvey L. Karp		$	9,000,000		$	30,000			—		$	6,666,667		$	9,000,000		$	30,000			—		$	5,973,978
William D. O’Hagan		$	7,937,706		$	74,094		$	969,264		$	6,666,667		$	7,937,706		$	74,094		$	969,264		$	5,973,978
Gregory L. Christopher		$	2,833,579		$	336,053		$	201,903			—		$	3,665,848		$	336,053		$	201,903			—
Kent A. McKee		$	2,303,666		$	318,366		$	259,701			—		$	2,930,762		$	318,366		$	259,701			—
James H. Rourke			—			—			—			—			—			—			—			—

____________________

(1)		Represents the cost of health care benefits for the entire term, quantified using current premiums charged to COBRA participants.
(2)		Represents the intrinsic value of stock options where vesting is accelerated upon termination of employment based upon the closing price of the Company’s Common Stock on December 28, 2007 of $29.57.
(3)		In the event of termination of employment, payments under the consulting agreements are $1,333,333 annually for the first four years subsequent to termination and $666,667 annually for the fifth and sixth years subsequent to termination.
(4)		Includes gross-up for certain taxes, where applicable.
(5)		In the event of a change of control, the consulting agreements provide for lump sum payments, discounted using the federal funds rate.

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2007 DIRECTOR COMPENSATION

												Change in
												Pension
												Value and
		Fees										Nonqualified
		Earned								Non-Equity		Deferred
		or Paid			Stock		Option			Incentive Plan		Compensation		All Other
		in Cash			Awards		Awards			Compensation		Earnings		Compensation				Total
Name (a)		($)(b)			($)(c)		($)(d)(1)			($)(e)		(f)		($)(g)				($)(h)
Alexander P. Federbush		$	64,500		—		$	12,680		—		—		$	493	(2)		$	77,673
Paul J. Flaherty		$	17,250		—			—		—		—			—			$	17,250
Gennaro J. Fulvio		$	71,000		—		$	12,680		—		—		$	493	(2)		$	84,173
Gary S. Gladstein		$	60,500		—		$	12,680		—		—			—			$	73,180
Scott J. Goldman			—		—			—		—		—			—				—
Terry Hermanson		$	64,250		—		$	12,680		—		—			—			$	76,930

____________________

(1)		On May 3, 2007 each director was granted options to purchase 2,000 shares of the Company’s Common Stock. The grant date fair value of each option is $6.34, computed under the provisions of SFAS No. 123(R).
(2)		Includes reimbursement for income tax gross-up of $493.

     From January 1, 2007 through December 29, 2007, directors of the Company who were not employed by the Company received an annual fee for serving on the Company’s Board of Directors of $45,000, plus a fee of $1,000 per Board and $750 per Audit, Compensation or Nominating and Corporate Governance Committee meeting attended by such director, plus reimbursement for such director’s expenses incurred in connection with any such Board or Committee meeting, and each Committee fee was paid whether or not such committee meeting was held in conjunction with a Board of Directors meeting. In addition, the Chairman of the Audit Committee received an annual fee of $5,000 while the Chairman of each of the Compensation and Nominating and Corporate Governance Committees received an annual fee of $3,000.

     Under the Company’s 1994 Non-Employee Director Stock Option Plan, each member of the Company’s Board of Directors who is neither an employee nor an officer of the Company is automatically granted each year on the date of the Company’s Annual Meeting of Stockholders, without further action by the Board, an option to purchase 2,000 shares of Common Stock at the fair market value of the

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Common Stock on the date the option is granted. As of March 6, 2008, options to purchase 42,672 shares of Common Stock were outstanding under the Company’s 1994 Non-Employee Director Stock Option Plan.

REPORT OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS⁽¹⁾

     The Audit Committee of the Board of Directors oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements in the Annual Report on Form 10-K with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

     The Audit Committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee by Statement on Auditing Standards No. 61, as amended by Statement on Auditing Standards No. 90 (Communication With Audit Committee). In addition, the Audit Committee discussed with the independent auditors the auditors’ independence from management and the Company, including the matters in the written disclosures required by the Independence Standards Board Standard No. 1, and considered the compatibility of non-audit services provided by the independent auditors with the auditor’s independence.

     The Audit Committee discussed with the Company’s internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

     In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors has approved) that the audited financial statements be included in the Company’s Annual Report on

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Form 10-K for the year ended December 29, 2007 for filing with the SEC. The Audit Committee and the Board has re-appointed, subject to shareholder approval, Ernst & Young LLP, independent auditors, to audit the consolidated financial statements of the Company for the fiscal year ending December 27, 2008.

     The Audit Committee is governed by a formal charter which can be accessed from the Company’s website at www.muellerindustries.com or may be requested in print by any shareholder. The members of the Audit Committee are considered independent because they satisfy the independence requirements for Board members prescribed by the NYSE listing standards and Rule 10A-3 of the Exchange Act.

Gennaro J. Fulvio, Chairman
Gary S. Gladstein
Terry Hermanson
____________________

(1)

This Section is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT

     The Compensation Committee has reviewed and discussed with the Company’s management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Terry Hermanson, Chairman

Alexander P. Federbush

Gennaro J. Fulvio

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EQUITY COMPENSATION PLAN INFORMATION

     The following table discloses information regarding the securities to be issued and the securities remaining available for issuance under the Company’s stock-based incentive plans as of December 29, 2007 (shares in thousands):

		(a)		(b)		(c)
						Number of
						securities
						remaining
		Number of		Weighted		available for
		securities to		average		future issuance
		be issued upon		exercise price		under equity
		exercise of		of outstanding		compensation
		outstanding		options,		plans (excluding
		options, warrants		warrants and		securities reflected
Plan Category		and rights		rights		in column (a))
Equity compensation plans approved by
security holders		1,692		$28.42		470
Equity compensation plans not approved
by security holders		311		$18.29		—
Total		2,003		$26.85		470

Arrangements Not Approved by Security Holders

     On February 13, 2002, Mr. O’Hagan was granted an option to acquire 155,610 shares of Common Stock at an exercise price of $20.40 per share and on February 13, 2003, Mr. O’Hagan was granted an option to acquire 155,610 shares of Common Stock at an exercise price of $16.13 per share (collectively, the “O’Hagan Treasury Options”). Each of the O’Hagan Treasury Options has a term of ten years, subject to earlier expiration upon termination of employment, and vests ratably over a five-year period from the date of the grant, except that if there is a Change in Control (as defined in the O’Hagan Employment Agreement), all of the O’Hagan Treasury Options will become immediately exercisable on the later to occur of (i) the day Mr. O’Hagan notifies the Company he is terminating his employment with the Company as a result of said change, and (ii) ten days prior to the date Mr. O’Hagan’s employment with the Company is terminated by the Company. In addition, all outstanding unvested O’Hagan Treasury Options will immediately vest and become exercisable if Mr. O’Hagan’s employment is terminated by the Company without cause (as defined in the O’Hagan Employment Agreement) or by

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Mr. O’Hagan for good reason (as defined in the O’Hagan Employment Agreement). The O’Hagan Treasury Options may only be exercised for shares of Common Stock held in treasury by the Company.

APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

     Ernst & Young LLP (“E&Y”) has been reappointed by the Audit Committee to audit and certify the Company’s financial statements for the fiscal year ending December 27, 2008, subject to ratification by the Company’s stockholders. Ratification of the appointment of the Company’s independent registered public accounting firm requires the affirmative vote of a majority of the votes cast at the Annual Meeting by the stockholders present in person or by proxy and entitled to vote thereon. If the appointment of E&Y is not ratified by the stockholders at the Annual Meeting, the Audit Committee will reconsider its action and will appoint auditors for the 2008 fiscal year without further stockholder action. Further, even if the appointment is ratified by stockholder action, the Audit Committee may at any time in the future in its discretion reconsider the appointment without submitting the matter to a vote of stockholders. It is expected that representatives of E&Y will be in attendance at the Annual Meeting and will be available to answer questions and to make a statement if they desire to do so.

     The following table sets forth fees for professional services rendered by E&Y for the audit of the Company’s annual financial statements for each of the two fiscal years ended December 29, 2007 and December 30, 2006 and fees for other services rendered by E&Y during those periods:

		2007			2006
Audit Fees		$	2,132,922		$	1,736,075
Audit-Related Fees			269,944			143,757
Tax Fees			341,447			532,545
All Other Fees			3,500			3,500
		$	2,747,813		$	2,415,877

     Audit Fees consist of fees for professional services rendered for the audit of the Company’s consolidated annual financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by E&Y in connection with statutory filings. Audit Fees also

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includes fees for professional services rendered for the audits of internal control over financial reporting in 2007 and 2006, and audit of management’s assessment of the effectiveness of internal control over financial reporting in 2006.

     Audit-Related Fees include fees billed for consultation on certain accounting matters and audits of employee benefit plans.

     Tax Fees include fees billed for tax compliance, tax advice and tax planning matters.

     The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services. The Audit Committee has delegated pre-approval authority to its Chairman when expedition of services is necessary. The independent auditors and management are required periodically to report to the full Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. All of the services provided by the independent auditors during fiscal 2007 and 2006, respectively, under the categories Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees described above were pre-approved.

     THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT STOCKHOLDERS VOTE THEIR SHARES FOR THE PROPOSAL
TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS
INDEPENDENT AUDITORS OF THE COMPANY.

STOCKHOLDER PROPOSAL REGARDING BOARD INCLUSIVENESS

     The Domestic and Foreign Missionary Society of the Episcopal Church, 815 Second Avenue, New York, New York 10017, which beneficially holds 12,330 shares of Common Stock, has given notice of its intention to present the following stockholder proposal at the Annual Meeting. In accordance with the rules of the Securities and Exchange Commission, the text of their resolution and supporting statement is set forth verbatim below. Approval of this stockholder proposal requires the affirmative vote of a majority of the votes cast at the Annual Meeting by the stockholders present in person or by proxy and entitled to vote thereon.

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Board inclusiveness

     WHEREAS:

     In response to the recent corporate scandals, the U.S. Congress (Sarbanes-Oxley Act), the stock exchanges and the SEC each have taken actions to enhance the independence, accountability and responsiveness of corporate boards, including requiring greater board and committee independence. We believe that in order to achieve such independence it is necessary for corporations to abandon the cozy clubbiness that has all too often characterized boards in the past.

     As companies seek new board members to meet the new independence standards, there is a unique opportunity to enhance diversity on the board. A number of corporations have included their commitment to board diversity (by sex and race) in the Charter for their nominating committees (a charter now being required for NYSE and NASDAQ listed companies). We believe that the judgments and perspectives that women and members of minority groups bring to board deliberations improve the quality of board decision making, are likely to reduce the clubbiness of the board, and will enhance business performance by enabling a company to respond more effectively to the needs of customers worldwide.

     We note that a minority of companies in the S&P 500 have all white male boards and that many have several women and/or minorities on their board. We believe that many publicly held corporations have benefited from the perspectives brought by their many well-qualified board members who are women or minority group members. Thus, Sun Oil’s former CEO, Robert Campbell, stated (Wall Street Journal, 8/12/96): “Often what a woman or minority person can bring to the board is some perspective a company has not had before-adding some modern-day reality to the deliberation process. Those perspectives are of great value, and often missing from an excluded gathering. They can also be inspirational to the company’s diverse workforce.”

     Increasingly, institutional investors have supported the call for greater board diversity. For example, the 2003 corporate governance guidelines of America’s largest institutional investor (TIAA-CREF) call for “diversity of directors by experience, sex, age, and race.”

     WHEREAS

     Mueller Industries currently has a distinguished board of seven persons (eight as of January 1, 2008), all of whom are white males;

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     We believe that our Board should take every reasonable step to ensure that women and persons from minority racial groups are in the pool from which Board nominees are chosen; therefore be it

     RESOLVED that the shareholders request the Board:

	1.		In connection with its search for suitable Board candidates, to ensure that women and persons from minority racial groups are among those it considers for nomination to the Board.
	2.		To publicly commit itself to a policy of board inclusiveness, including steps to be taken and a timeline for implementing that policy.
	3.		To report to shareholders, at reasonable expense, by September 2008:
			a.		On its efforts to encourage diversified representation on the board
			b.		Whether, in the nominating committee’s charter or its procedures, diversity is included as a criterion in selecting the total membership of the Board.

SUPPORTING STATEMENT

     We urge the Board to enlarge its search for qualified members by casting a wider net for qualified candidates.

     THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT STOCKHOLDERS VOTE THEIR SHARES AGAINST THE
STOCKHOLDER PROPOSAL REGARDING BOARD INCLUSIVENESS.
PROXIES RECEIVED BY THE COMPANY WILL BE VOTED AGAINST
THIS PROPOSAL UNLESS THE STOCKHOLDER SPECIFIES
OTHERWISE IN THE PROXY.

STOCKHOLDER NOMINATIONS FOR BOARD MEMBERSHIP
AND OTHER PROPOSALS FOR 2009 ANNUAL MEETING

     It is anticipated that the next Annual Meeting after the one scheduled for May 1, 2008 will be held on or about May 7, 2009. The Company’s Bylaws require that, for nominations of directors or other business to be properly brought before an Annual Meeting, written notice of such nomination or proposal for other business must be furnished to the Company. Such notice must contain certain information concerning the nominating or proposing stockholder and information concerning

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the nominee and must be furnished by the stockholder (who must be entitled to vote at the meeting) to the Secretary of the Company, in the case of the Annual Meeting to be held in 2009, no earlier than January 31, 2009 and no later than March 2, 2009. A copy of the applicable provisions of the Bylaws may be obtained by any stockholder, without charge, upon written request to the Secretary of the Company at the address set forth below.

     In addition to the foregoing, and in accordance with the rules of the SEC, in order for a stockholder proposal, relating to a proper subject, to be considered for inclusion in the Company’s proxy statement and form of proxy relating to the Annual Meeting to be held in 2009, such proposal must be received by the Secretary of the Company by November 26, 2008 in the form required under and subject to the other requirements of the applicable rules of the SEC. If the date of the Annual Meeting to be held in 2009 is changed to a date more than 30 days earlier or later than May 1, 2009, the Company will inform the stockholders in a timely fashion of such change and the date by which proposals of stockholders must be received for inclusion in the proxy materials. Any such proposal should be submitted by certified mail, return receipt requested, or other means, including electronic means, that allow the stockholder to prove the date of delivery.

OTHER MATTERS TO COME BEFORE THE ANNUAL MEETING

     If any matter not described herein should properly come before the Annual Meeting, the persons named in the proxy will vote the shares represented by them as they deem appropriate. At the date of this Proxy Statement, the Company knew of no other matters which might be presented for stockholder action at the Annual Meeting.

SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE REPORTING

     Based solely upon its review of Forms 3 and 4 received by it and written representations from certain reporting persons that no Forms 5 were required for those persons, the Company believes that (except as set forth below) during 2007 all filing requirements applicable to its officers, directors and ten percent stockholders were complied with.

     In February 2007, Mr. Fulvio exercised stock options (without disposing of the underlying shares) directly held by him, but we inadvertently failed to file a Section 16(a) report. The stock option exercise was thereafter reported on March 24, 2008.

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OTHER INFORMATION

     Consolidated financial statements for the Company are included in the Annual Report to Stockholders for the year ended December 29, 2007 that accompanies this Proxy Statement. These financial statements are also on file with the SEC, 100 F Street, N.E., Washington, D.C. 20549 and with the NYSE. The Company’s SEC filings are also available at the Company’s website at www.muellerindustries.com or the SEC’s website at www.sec.gov.

     A COPY OF THE COMPANY’S ANNUAL REPORT ON FORM 10-K AS FILED FOR THE YEAR ENDED DECEMBER 29, 2007 (EXCLUDING EXHIBITS) OR, AS NOTED HEREIN, ANY OF THE COMPANY’S BOARD COMMITTEE CHARTERS, CORPORATE GOVERNANCE GUIDELINES, OR CODE OF ETHICS WILL BE FURNISHED, WITHOUT CHARGE, BY WRITING TO GARY C. WILKERSON, SECRETARY, MUELLER INDUSTRIES, INC., AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS (8285 TOURNAMENT DRIVE, SUITE 150, MEMPHIS, TENNESSEE 38125). UPON RECEIPT BY WRITING TO THE FOREGOING ADDRESS, THE COMPANY WILL ALSO FURNISH ANY OTHER EXHIBIT OF THE ANNUAL REPORT ON FORM 10-K UPON ADVANCE PAYMENT OF THE REASONABLE OUT-OF-POCKET EXPENSES OF THE COMPANY RELATED TO THE COMPANY’S FURNISHING OF SUCH EXHIBIT.

     NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

Important Notice Regarding the Availability of Proxy Materials for the 2008 Annual General Meeting to be held on May 1, 2008.

The Proxy Statement and Annual Report are available at
HTTP://WWW.PROXYVOTE.COM

     You will need the Control Number included on your proxy card. For the date, time, and location of the Annual General Meeting, please refer to “Solicitation of Proxies.” For information on how to attend and vote in person at the Annual General Meeting, an identification of the matters to be voted upon at the Annual General Meeting and the Board’s recommendations regarding those matters, please refer to “Solicitation of Proxies,” “Election of Directors”, “Appointment of Independent Registered Accounting Firm”, and “Stockholder Proposal Regarding Board Inclusiveness.”

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HOUSEHOLDING OF ANNUAL MEETING MATERIALS

     The SEC has enacted a rule that allows multiple investors residing at the same address the convenience of receiving a single copy of annual reports, proxy statements, prospectuses and other disclosure documents if they consent to do so. This is known as “Householding.” Please note, if you do not respond, Householding will start 60 days after the mailing of this notice. We will allow Householding only upon certain conditions. Some of those conditions are:

• You agree to or do not object to the Householding of your materials,
   
• You have the same last name and exact address as another investor(s).

     If these conditions are met, and SEC regulations allow, your household will receive a single copy of annual reports, proxy statements, prospectuses and other disclosure documents.

     The “HOUSEHOLDING ELECTION,” which appears on the enclosed proxy card, provides a means for you to notify us whether or not you consent to participate in Householding. By marking “Yes” in the block provided, you will consent to participate in Householding. By marking “No,” you will withhold your consent to participate. If you do nothing, you will be deemed to have given your consent to participate. Your consent to Householding will be perpetual unless you withhold or revoke it. You may revoke your consent at any time by contacting Broadridge, either by calling toll-free at (800) 542-1061, or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York, 11717. We will remove you from the Householding program within 30 days of receipt of your response, following which you will receive an individual copy of our disclosure document.

By order of the Board of Directors,

/s/ Gary C. Wilkerson

Gary C. Wilkerson

Corporate Secretary

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AMERICAN STOCK TRANSER & TRUST COMPANY 6201 15TH STREET BROOKLYN, NY 11219

VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS

If you would like to reduce the costs incurred by Mueller Industries, Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Mueller Industries, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:	MUIND1		KEEP THIS PORTION FOR YOUR RECORDS
			DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

MUELLER INDUSTRIES, INC.
	The Board of Directors recommends a vote FOR all the Nominees listed and FOR Proposal 2.
	1.	Election of Directors
		Nominees:
		01)	Alexander P. Federbush	05)	Scott J. Goldman
		02)	Paul J. Flaherty	06)	Terry Hermanson
		03)	Gennaro J. Fulvio	07)	Harvey L. Karp
		04)	Gary S. Gladstein	08)	William D. O'Hagan

For All	Withhold All	For All Except		To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
o	o	o

			For	Against	Abstain
	2.	Approve the appointment of Ernst & Young LLP as independent auditors of the Company.	o	o	o
	The Board of Directors recommends a vote AGAINST Proposal 3.
			o	o	o
	3.	Stockholder proposal regarding Board inclusiveness.
	*Note* Such other business as may properly come before the meeting or any adjournment thereof
	THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE SIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR" ALL NOMINEES IN ITEM 1, "FOR" ITEM 2 AND "AGAINST" ITEM 3.

	Please sign exactly as your name appears to the right. When shares are held jointly, each stockholder named should sign. When signing as attorney, executor, administrator, trustee or guardian, you should so indicate when signing. If a corporation, please sign in full corporate name by duly authorized officer. If a partnership, please sign in partnership name by duly authorized person.

	Signature [PLEASE SIGN WITHIN BOX]	Date			Signature (Joint Owners)	Date

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Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

 

MUELLER INDUSTRIES, INC.

PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - MAY 1, 2008
This Proxy is Solicited on Behalf of the Board of Directors

     The undersigned hereby appoints Gary C. Wilkerson and Kent A. McKee, and each of them, Proxies, with full power of substitution in each, to represent and to vote, as designated, all shares of Common Stock of Mueller Industries, Inc. that the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held on May 1, 2008, and at all adjournments thereof, upon and in respect of the matters set forth on the reverse side hereof, and in their discretion, upon any other matter that may properly come before said meeting.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

 

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