Exhibit 10.1

                            MUELLER INDUSTRIES, INC.
                             2002 STOCK OPTION PLAN
                 (Amended and Restated as of February 16, 2006)


1. Purposes.
   --------

     The Mueller Industries, Inc. 2002 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 a "non-employee
director" within the meaning of Rule 16b-3 under the Securities Exchange Act of
1934 (the "Exchange Act") (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 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 1,750,000, 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 Committee may adopt reasonable counting procedures to ensure
appropriate counting with respect to the number of shares of Common Stock
available under the Plan at any time or subject to any particular Option. To the
extent that an Option expires or is canceled, forfeited, settled in cash or
otherwise terminated or concluded without a delivery to the Optionee of the full
number of shares to which the Option related, the undelivered shares will again
be available for grant in connection with new Options under the Plan. Shares
withheld in payment of the exercise price or taxes relating to an Option and
shares equal to the number surrendered in payment of any exercise price or taxes
relating to an Option shall be deemed to constitute shares not delivered to the
Optionee and shall be deemed to again be available for grant in connection with
new Options under the Plan; provided, however, that, where shares are withheld
or surrendered after the termination of the Plan, or any other transaction
occurs that would result in shares becoming available under this Section 3, such
shares shall not become available if and to the extent that it would constitute
a material revision of the Plan subject to shareholder approval under then
applicable rules of the principle stock exchange on which the shares are then
listed or designated for trading.

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
100,000 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 (h) 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.

     (d) Unless otherwise determined by the Committee and set forth in the
applicable Option agreement (or other agreement) between the Company and an
Optionee, the following provisions relating to an Optionee's termination of
employment with the Company shall apply to all Options granted hereunder after
February 16, 2006. In the event an Optionee's employment with the Company is
terminated for any reason other than death, disability (within the meaning of
Section 22(e)(3) of the Code) or by the Company without cause (as defined in the
applicable Option agreement), each Option shall immediately expire as of the
date of such termination, whether or not exercisable in whole or in part on such
date. In the event an Optionee's employment with the Company is terminated by
reason of the Optionee's death or disability (within the meaning of Section
22(e)(3) of the Code), the unexercisable portion of each Option held by such
Optionee as of the date of such termination shall immediately expire and the
portion of each Option held by such Optionee that is exercisable as of the date
of such termination shall remain exercisable for a period of twelve months
following such termination. In the event an Optionee's employment with the
Company is terminated by the Company without cause (as defined in the applicable
Option agreement), the unexercisable portion of each Option held by such
Optionee as of the date of such termination shall immediately expire and the
portion of each Option held by such Optionee that is exercisable as of the date
of such termination shall remain exercisable for a period of forty-five (45)
days following such termination. However, in no event shall any post-termination
exercise period for any Option extend beyond the original expiration date set by
the Committee for such Option.

     (e) 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: General Counsel) 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 for such shares. Unless otherwise determined by
the Committee, payment for such shares may be made (i) in cash, (ii) by
certified check, bank cashier's check or personal check acceptable to the
Company, payable to the order of the Company in the amount of such purchase
price, (iii) by delivery to the Company (by attestation or otherwise) of shares
of Common Stock 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, (v)
through a net exercise of the Options whereby the Optionee instructs the Company
to withhold that number of shares of Common Stock having a Fair Market Value
equal to the aggregate exercise price for the portion of the Options being
exercised and deliver to the Optionee the remainder of the shares subject to
exercise, or (vi) by any combination of the methods of payment described in (i)
through (v) above.

     (f) 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.

     (g) 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.

     (h) For purposes of the Plan, as of any date when the Common Stock is or
listed on one or more national securities exchanges (including the New York
Stock Exchange) or quoted on the NASDAQ Stock Market, 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 principal
national securities exchange on which the Common Stock is listed and traded or
the NASDAQ Stock Market 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 listed on an exchange or quoted on the
NASDAQ Stock Market, 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.

     (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, unless (i) the
exercise price is no less than 110% of the Fair Market Value of the underlying
Common Stock on the date of grant and (ii) the ISO is not exercisable after the
expiration of five years from the date of grant.





     (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 (i) the outstanding shares of Common Stock or 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, or (ii) an extraordinary dividend is declared by the
Company on the Common Stock, whether payable in the form of cash, stock or any
other form of consideration (including debentures), 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 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 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 any such vested 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. The immediately
prior sentence is not intended to provide for any automatic acceleration of
vesting of any Option, which shall be left to the sole discretion of the
Committee.

     (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 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, when it deems appropriate, 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 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 of Common Stock 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 of the Common Stock 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.

10. Effectiveness of the Plan.
    -------------------------

     The Plan shall become effective upon adoption by the Board of Directors,
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.

14. Section 409A. The Plan and all Options granted hereunder are intended to be
exempt from the provisions of Section 409A of the Code. To the extent that any
Options, payments or benefits provided hereunder are considered deferred
compensation subject to Section 409A, the Company intends for this Plan and all
Options to comply with the standards for nonqualified deferred compensation
established by 409A (the "409A Standards"). Notwithstanding anything herein to
the contrary, to the extent that any terms of the Plan or any Option would
subject Optionees to gross income inclusion, interest or an additional tax
pursuant to Section 409A, those terms are to that extent superseded by the 409A
Standards. The Company reserves the right to amend Options granted hereunder to
cause such Options to comply with or be exempt from Section 409A.

As adopted by the Board of Directors of Mueller
Industries, Inc. as of February 12, 2002 and
as amended and restated as of February 16, 2006.