RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                          MUELLER INDUSTRIES, INC.

 

                              February 8, 2007

 

              Mueller Industries, Inc., a corporation organized and existing

under the laws of the State of Delaware, hereby certifies as follows:

 

              1.    The name of the corporation is Mueller Industries, Inc.

(the "Corporation").  The Corporation was originally incorporated under the

name MBNR Corporation.

 

              2.    The original Certificate of Incorporation of the

Corporation was filed with the Secretary of State of the State of Delaware

on October 3, 1990.  Certificates of Amendment to the original Certificate

of Incorporation were filed on October 23, 1990 and May 8, 1996.

 

              4.    Pursuant to Section 245 of the General Corporation Law of

the State of Delaware (the "GCL"), this Restated Certificate of

Incorporation only restates and integrates and does not further amend the

provisions of the Corporation's original Certificate of Incorporation as

heretofore amended or supplemented.  There is no discrepancy between the

provisions of the original Certificate of Incorporation as heretofore

amended or supplemented and the provisions of the Restated Certificate of

Incorporation.

 

              5.    This Restated Certificate of Incorporation was duly

adopted in accordance with Section 245 of the GCL by resolution of the

Board of Directors of the Corporation at a meeting held on February 8,

2007.

 

               6.    The text of the Certificate of Incorporation of the

Corporation as heretofore amended or supplemented is hereby restated to

read in its entirety as follows:

 

                                 Article I.

 

The name of the Corporation is MUELLER INDUSTRIES, INC.

 

                                 Article II.

 

The Corporation is organized pursuant to the GCL.

 

                                Article III.

 

The address of the Corporation's registered office in the State of Delaware

is 1209 Orange Street, in the City of Wilmington, County of New Castle, and

the appointed registered agent of the Corporation shall be The Corporation

Trust Company at the address of the Corporation's registered office.

 

                                 Article IV.

 

The purposes for which the Corporation is organized are to act as a holding

company of other firms, companies and corporations and to engage in any

lawful act or activity for which corporations may be organized under the

GCL, and the Corporation shall have all powers necessary to conduct such

businesses and engage in such activities, including, but not limited to,

the powers enumerated in the GCL or any amendment thereto.

 

                                 Article V.

 

The total number of shares of stock which the Corporation shall have

authority to issue is 105,000,000; of such shares the number of common

shares which the Corporation shall have authority to issue is 100,000,000,

par value $.01 per share ("Common Stock"), and the number of preferred

shares which the Corporation shall have authority to issue is 5,000,000,

par value $1.00 per share ("Preferred Stock").

 

A.    Common Stock.  Subject to the provisions of any series of Preferred

Stock which may at the time be outstanding, the holders of shares of Common

Stock shall be entitled to receive, when and as declared by the Board of

Directors out of any funds legally available for the purpose, such

dividends as may be declared from time to time by the Board of Directors.

In the event of the liquidation of the Corporation, or upon distribution of

its assets, after the payment in full or the setting apart for payment of

such preferential amounts, if any, as the holders of shares of Preferred

Stock at the time outstanding shall be entitled, the remaining assets of

the Corporation available for payment and distribution to shareholders

shall, subject to any participating or similar rights of shares of

Preferred Stock at the time outstanding, be distributed ratably among the

holders of shares of Common Stock at the time outstanding.  All shares of

Common Stock shall have equal non-cumulative voting rights, and shall have

no preference, conversion, exchange, preemptive or redemption rights.

 

B.    Preferred Stock.  The Board of Directors of the Corporation is hereby

expressly authorized at any time, and from time to time, to provide for the

issuance of shares of Preferred Stock in one or more series, with such

voting powers (subject to Article IX hereof), full or limited, and with

such designations, preferences and relative, participating, optional or

other rights, and qualifications, limitations or restrictions thereof, as

shall be stated and expressed in the resolution or resolutions providing

for the issue thereof adopted by the Board of Directors and the certificate

of designations filed under the GCL setting forth such resolution or

resolutions, including (without limiting the generality thereof) the

following as to each such series:

 

    (i).    the designation of such series;

 

    (ii).    the dividends, if any, payable with respect to such series,

the rates or basis for determining such dividends, any conditions and dates

upon which such dividends shall be payable, the preferences, if any, of

such dividends over, or the relation of such dividends to, the dividends

payable on Common Stock or other series of Preferred Stock, whether such

dividends shall be non-cumulative or cumulative, and, if cumulative, the

date or dates from which such dividend shall be cumulative;

 

    (iii).    whether shares of Preferred Stock shall be redeemable at the

option of the Board of Directors or the holder, or both, upon the happening

of a specified event and, if redeemable whether for cash, property or

rights, including securities of the Corporation, the time, prices or rates

and any adjustment and other terms and conditions of such redemption;

 

    (iv).    the terms and amount of any sinking, retirement or purchase

fund provided for the purchase or redemption of shares of Preferred Stock

of such series;

 

    (v).    whether or not shares of Preferred Stock of such series shall

be convertible into or exchangeable for shares of Common Stock or other

series of Preferred Stock, at the option of the Corporation or of the

holder, or both, or upon the happening of a specified event and, if

provision be made for such conversion or exchange, the terms, prices,

rates, adjustments and any other terms and conditions thereof;

 

    (vi.)    the extent to which the holders of shares of Preferred Stock

of such series shall be entitled to vote with respect to the election of

Directors or otherwise, including, without limitation, the extent, if any,

to which such holders shall be entitled, voting as a series or as a part of

a class, to elect one or more Directors upon the happening of a specified

event or otherwise;

 

    (vii).    the restrictions, if any, on the issue or reissue of shares

of Preferred Stock of such series or any other series;

 

    (viii.)    the extent, if any, to which the holders of shares of

Preferred Stock of such series shall be entitled to preemptive rights; and

 

    (ix).    the rights of the holders of shares of Preferred Stock of such

series upon the liquidation of the Corporation or any distribution of its

assets.

 

C.    Certificates of Designations.  Before the Corporation shall issue any

shares of Preferred Stock of any series, a certificate setting forth the

resolution or resolutions of the Board of Directors, fixing the voting

powers, designations, preferences and rights of such series, the

qualifications, limitations or restrictions thereof, and the number of

shares of Preferred Stock of such series authorized by the Board of

Directors, shall be signed, attested to, filed, and recorded pursuant to

Section 103 of the GCL.  Unless otherwise provided in any such resolution

or resolutions, the holders of the series so authorized shall have non-

cumulative voting rights and shall have no conversion, exchange, preemptive

or redemption rights.  Unless otherwise provided in any such resolution or

resolutions, the number of shares of Preferred Stock of the series

authorized by such resolutions may be increased (but not above the total

number of shares of Preferred Stock of such series) or decreased (but not

below the number of shares of Preferred Stock of such series then

outstanding) by a certificate setting forth a resolution or resolutions

adopted by the Board of Directors, authorizing such increase or decrease,

signed, attested to, filed, and recorded pursuant to Section 103 of the

GCL.  Unless otherwise provided in the resolution or resolutions creating

such series, the number of shares of Preferred Stock specified in any such

decrease shall be restored to the status of authorized but unissued shares

of Preferred Stock (without designation as to series).

 

                                 Article VI.

 

The Corporation shall, to the fullest extent permitted by law and by the

by-laws of the Corporation, indemnify any person made or threatened to be

made a party to an action or proceeding, whether criminal, civil,

administrative or investigative, by reason of the fact that such person, or

such person's testator or intestate is or was an officer, employee or agent

of the Corporation or serves or served any other corporation, partnership,

joint venture, trust or other enterprise as a director, officer, employee,

agent or trustee at the express or implied request of the Corporation.

 

                                Article VII.

 

To the fullest extent permitted by the GCL as the same exists or hereafter

may be amended, a Director of this Corporation shall not be liable to the

Corporation or its stockholders for monetary damages for breach of

fiduciary duty as a Director, except for liability (i) for any breach of

the Director's duty of loyalty to the Corporation or its stockholders,

(ii) for acts or omissions not in good faith or which involve intentional

misconduct or a knowing violation of the law, (iii) under Section 174 of

the GCL, or (iv) for any transaction from which the Director derived

improper personal benefit.

 

                                Article VIII.

 

In furtherance of and not in limitation of the powers conferred by the GCL

or any other statute, the Board of Directors is expressly authorized to

make, alter or repeal the by-laws of the Corporation, subject to the right

of the stockholders of the Corporation to alter or repeal any bylaw made by

the Board of Directors.

 

                                 Article IX.

 

This Corporation shall not issue non-voting equity securities.  This

Article IX is included in this Certificate of Incorporation in compliance

with Section 1123 of the United States Bankruptcy Code, 11 U.S.C. Section

1123, and shall have no further force and effect beyond that required by such

Section and for so long as such Section is in effect and applicable to the

Corporation.

 

                                 Article X.

 

The election of Directors of the Corporation need not be by written ballot,

unless the by-laws of the Corporation otherwise provide.

 

                                 Article XI.

 

The Corporation hereby elects not to be governed by Section 203 of the GCL.

 

              [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

 

 

IN WITNESS WHEREOF, Mueller Industries, Inc., has caused this Restated

Certificate of Incorporation to be signed by its President and attested by

its Secretary this 8th day of February, 2007, pursuant to Section 103(a) of

the GCL.

 

                                       MUELLER INDUSTRIES, INC.

 

 

 

                                       By:/s/ Gary C. Wilkerson

                                          Gary C. Wilkerson

                                          Vice President, General Counsel

                                          and Secretary