Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Mr. Gregory S. Rogowski, age 49, has been appointed as President, Mueller Co. Ltd. effective May 12, 2009.

Mr. Rogowski previously served as President and Chief Executive Officer of Performance Fibers, Inc., a privately owned polyester industrial fibers business, since 2004.

The key terms of Mr. Rogowski's compensation package are set forth below:

• A base salary of $375,000 per year, which will be reviewed annually;

• An annual target bonus of 75% of annual base salary, with a payout range from zero to 200% of target (based on the satisfaction of predetermined goals);

• An initial equity grant of 69,735 stock options and 44,326 restricted stock units which will vest in full three years following the date of grant;

• An annual equity opportunity commensurate with an executive-level position at the Company;

• A car allowance of $1,500 per month;

• Four weeks vacation each year;

• A change-in-control agreement in the form offered to similarly situated executives;

• Reimbursement of financial planning expenses in accordance with the Company's policy for executive financial planning equal to $10,000 during your first calendar year and $7,500 in the following calendar year and beyond;

• A $3,000 annual allowance for expenses associated with an actual executive physical in accordance with the Company's policy for executive physical exams, subject to applicable taxes; and

• Severance of 18 months salary and 18 months target bonus in the event that he is terminated by the Company without cause, if he resigns following a significant diminution in pay or responsibilities, or if he is relocated by the Company more than 50 miles from the Company's current offices in Atlanta, Georgia.

With respect to the severance arrangements, Cause is defined generally as Executive's (i) conviction or guilty plea of a felony or any crime involving fraud or dishonesty; (ii) theft or embezzlement of property from the Company;
(iii) refusal to perform the duties of his position in all material respects;
(iv) fraudulent preparation of financial information of the Company; and
(v) violation of material Company policies or procedures.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated May 12, 2009 -Gregory S. Rogowski Named President, Mueller Co.

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