8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT PURSUANT

TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported):            November 2, 2011

MUELLER WATER PRODUCTS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	0001-32892	20-3547095
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

1200 Abernathy Road, Suite 1200

Atlanta, Georgia 30328

(Address of Principal Executive Offices)

(770) 206-4200

(Registrant's telephone number, including area code)

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Explanatory Note

This Form 8-K/A is being filed as an amendment (“Amendment No. 1”) to the current report on Form 8-K filed by Mueller Water Products, Inc. (the “Company”) with the Securities and Exchange Commission on September 15, 2011 (the “Original Filing”). The sole purpose of this Amendment No. 1 is to disclose recent events affecting the disclosure included in the Original Filing. No other changes have been made to the Original Filing.

Item 1.02. Termination of a Material Definitive Agreement.

The information set forth in Item 5.02 is incorporated herein by reference.

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

On September 15, 2011, the Company announced the decision of its board of directors to eliminate the position of chief operating officer, effective September 30, 2011 (the “Separation Date”). As a result, Robert G. Leggett, who previously served as chief operating officer of the Company, no longer serves in that position. In connection with Mr. Leggett's departure, on November 2, 2011, Mr. Leggett executed a full and final release of claims (the “Release”) by him against the Company, its affiliates, subsidiaries, successors and assigns. Pursuant to the Release, Mr. Leggett will be eligible for any bonuses set forth in the employment agreement, dated September 15, 2008 and as amended on February 6, 2009 and December 1, 2009 (together, the “Employment Agreement”), between the Company and Mr. Leggett, for the fiscal year ended September 30, 2011, subject to the approval of the Company's compensation and human resources committee.

On November 2, 2011, the Company and Mr. Leggett also entered into a consulting agreement (the “Consulting Agreement”), pursuant to which Mr. Leggett will serve as an adviser to the Company's chief executive officer for a period of six months and receive $150,000 for his consulting services.

Under the terms of the Release, and consistent with the terms of the Employment Agreement and subject to Mr. Leggett's continued compliance with the post-employment terms of the Employment Agreement, Mr. Leggett will receive (a) a lump sum payment of unpaid salary and other benefits and (b) a total amount equal to 262.50% of his current rate of salary, which such payment will be made in substantially equal monthly installments over 18 months. He will also continue to participate in the Company's group health insurance plan for a period of 18 months from the Separation Date.

Effective as of November 2, 2011 and in connection with Mr. Leggett's departure, the Employment Agreement and that certain executive change-in-control severance agreement, dated September 15, 2008, between the Company and Mr. Leggett were terminated, except for certain post-termination obligations included in the Employment Agreement.

The foregoing description of (a) the Release and the Consulting Agreement (filed as exhibit 99.1 and 99.2, respectively) and (b) the Employment Agreement (filed as exhibits 10.13 and 10.13.1, respectively, to the Company's annual report on Form 10-K for the fiscal year ended September 30, 2010) is qualified in its entirety by reference to those documents, which are incorporated by reference.

Item 9.01. Exhibit

(d) Exhibits.

99.1    Full and Final Release of Claims

99.2    Consulting Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  November 8, 2011	MUELLER WATER PRODUCTS, INC.
		/s/ Evan L. Hart
		Evan L. Hart
		Senior Vice President and Chief Financial Officer

EX-99.1

CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) is made and entered into between Robert G. Leggett (“Consultant”) and Mueller Water Products, Inc. (“MWP” or “the Company”) as of October 1, 2011.

1.Duties of Consultant. Consultant shall be employed as Adviser to the CEO and shall have the duties and responsibilities assigned to that position by the Company. It is anticipated that Consultant's duties shall average less than 8 hours per week.

2.Term of Employment. Consultant is employed for six (6) months (“employment period”); provided however, that the employment relationship may be terminated at any time during the employment period by the Company, with or without cause, or upon agreement of the parties. Nothing in this Agreement shall diminish or affect the right of Company to terminate Consultant's employment.

3.Compensation. Consultant shall be paid a total gross amount of $150,000.00 for his consulting services. He shall be paid $5,000.00 per month for the first six months and thereafter a lump sum payment of $120,000.00 in the seventh month following completion of the services and execution of a release of all claims against the Company in substantially the same form attached as Exhibit A. In the event Consultant is terminated prior to the end of the employment period, he shall continue to be paid the consulting fee as set forth herein. Taxes will be withheld on the compensation paid to Consultant.

4.Post-Employment Obligations and Restrictions under the Employment Agreement. Consultant agrees that the post-employment obligations currently existing between Consultant and the Company survive, including but not limited to those set forth in Articles II and III of the Employment Agreement dated September 15, 2008 and amended December 1, 2009 (“Employment Agreement”) and hereby reaffirms such covenants with the covenants beginning to run effective September 30, 2011. The parties acknowledge, affirm and agree that the term “Competing Business” in the restrictive covenants set forth in said Employment Agreement includes any business in the leak detection and next generation technologies. The Parties intend that the covenants set forth in said Employment Agreement shall be enforced to the maximum extent allowable by law and that a court of applicable jurisdiction shall modify any covenant therein that is otherwise void and unenforceable to make such covenant enforceable to the maximum extent allowable as long as the modification does not render the covenant more restrictive on Consultant than as originally drafted therein.

5.Representations, Warranties and Covenants. Consultant represents, warrants and covenants that:

(a)    Consultant has been given a reasonable opportunity to read this Agreement carefully and to understand it fully and that Consultant has done so;

(b)    Consultant has had an opportunity to discuss this Agreement with an attorney of Consultant's choosing;

(c)    This Agreement constitutes the legal, valid and binding obligation of Consultant, enforceable against Consultant in accordance with its terms.

6.Section 409A. Consultant and Company agree that this Agreement shall be interpreted to the extent possible to be exempt from or satisfy the requirements under Section 409A of the Internal Revenue Code and, to the extent applicable, shall be administered, interpreted and construed in a manner consistent with Section 409A; provided, that in no event shall the Company have any obligation to indemnify Consultant from the effect of any taxes that might be imposed thereunder.

7.Governing Law. The terms of this Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. In drafting this Agreement and in particular the restatement of the restrictive covenants contained herein, the Parties have intended to fully comply with and be governed by the provisions of Article 4, Chapter 8 of Title 13 of the Official Code of Georgia.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement effective as of the date first above written.

Date:    10/25/11    /s/ Robert G. Leggett

Robert G. Leggett

Mueller Water Products, Inc.

Date:    11/2/11        By: /s/ Gregory E. Hyland

Full Name: Gregory E. Hyland

Title: President & CEO

[Exhibit A]

FULL AND FINAL RELEASE OF CLAIMS

This Full and Final Release of Claims (“Agreement”) is made and entered into between Robert G. Leggett (“Consultant”) and Mueller Water Products, Inc. (“Employer” or “MWP”) as of April 1, 2012.

Consultant's employment with MWP is terminated effective March 31, 2012 pursuant to the Consulting Agreement between the parties. In consideration of Consultant's decision to enter into this Agreement, Employer shall pay Consultant the gross amount of $120,000.00 less taxes and applicable deductions no later than April 30, 2012. If Consultant fails or refuses to execute this Agreement or if Consultant revokes this Agreement as set forth herein, Consultant shall not receive the Severance Benefits.

In consideration of the payment being provided to Consultant pursuant hereto, Consultant, for himself, his attorneys, heirs, executors, administrators, successors and assigns, fully, finally and forever releases and discharges Employer, all parent, subsidiary and/or affiliated companies, as well as its and their successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees (all of whom are referred to throughout this Agreement as “MWP” or “Employer”), of and from all claims, demands, actions, causes of action, suits, damages, losses, and expenses, of any and every nature whatsoever, as a result of actions or omissions occurring through the date Consultant signs this Agreement. Specifically included in this waiver and release are, among other things, any and all claims related to any severance pay plan, any and all claims related to Consultant's employment and separation from employment or otherwise, including without limitation: (1) Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, (race, color, religion, sex, and national origin discrimination); (2) the Americans with Disabilities Act, as amended (disability discrimination); (3) 42 U.S.C. § 1981 (discrimination); (4) the Age Discrimination in Employment Act (29 U.S.C. §§ 621-624); (5) 29 U.S.C. § 206(d)(1) (equal pay); (6) Executive Order 11246 (race, color, religion, sex and national origin discrimination); (7) Executive Order 11141 (age discrimination); (8) Section 503 of the Rehabilitation Act of 1973 (disability discrimination); (9) Employee Retirement Income Security Act (ERISA); (10) the Occupational Safety and Health Act; (11) the Worker Adjustment and Retraining Notification (WARN) Act; (12) the Family and Medical Leave Act; (13) the Ledbetter Fair Pay Act; and (14) other federal, state and local discrimination laws, including those of the State(s) in which Consultant worked and/or resided. Consultant further acknowledges that Consultant is releasing, in addition to all other claims, any and all claims based on any tort, whistle-blower, personal injury, defamation, invasion of privacy or wrongful discharge theory; retaliatory discharge theory; any and all claims based on any oral, written or implied contract or on any contractual theory; any claims based on the severance pay plan; and all claims based on any other federal, state or local Constitution, regulation, law (statutory or common), or other legal theory, as well as any and all claims for punitive, compensatory, and/or other damages, back pay, front pay, fringe benefits and attorneys' fees, costs or expenses.

Nothing in this Agreement, however, is intended to waive Consultant's entitlement to vested benefits under any 401(k) plan or other benefit plan provided by MWP. Furthermore, the parties specifically agree that this release does not cover, and Consultant expressly reserves, indemnification and defense rights existing to him as a current or former director and/or officer of MWP under the Certificate of Incorporation, Bylaws of MWP, pursuant to applicable state law or in accordance with any applicable Directors and Officers insurance policy existing for former officers and directors of MWP. Finally, the above release does not waive claims that Consultant could make, if available, for unemployment or workers' compensation, for claims of severance benefits under any employment agreement, or claims that cannot be released by private agreement.

Consultant hereby acknowledges and agrees that this Agreement and the termination of Consultant's employment and all actions taken in connection therewith are in compliance with the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act and that the releases set forth herein shall be applicable, without limitation, to any claims brought under these Acts. Consultant further acknowledges that Consultant has been and is hereby advised by Employer to consult with an attorney in regard to this matter. Consultant understands that Consultant is responsible for the costs of any such legal services incurred in connection with such consultation.

Consultant further acknowledges that Consultant has been given twenty-one (21) days from the time that Consultant receives this Agreement to consider whether to sign it. If Consultant has signed this Agreement before the end of this twenty-one (21) day period, it is because Consultant freely chose to do so after carefully considering its terms. Finally, Consultant shall have seven (7) days from the date Consultant signs this Agreement to revoke the Agreement. To revoke, Consultant must ensure that written notice is delivered to the Company, by the end of the day on the seventh calendar day after Consultant signs this Agreement. If Consultant does not revoke this Agreement within seven (7) days of signing, this Agreement will become final and binding on the day following such seven (7) day period. If Consultant elects not to sign this Agreement within twenty-one (21) days from the time that Consultant receives this Agreement, this Agreement shall expire automatically.

Nothing herein is intended to or shall preclude Consultant from filing a complaint and/or charge with any appropriate federal, state, or local government agency or cooperating with said agency in its investigation. Consultant, however, shall not be entitled to receive any relief or recovery in connection with any complaint or charge brought against the Employer, without regard as to who brought said complaint or charge and this Agreement waives any such recovery.

Consultant affirms that the only consideration for his signing this Agreement is that set forth herein and that no other promise or agreement of any kind has been made to or with Consultant by any person or entity to cause Consultant to execute this document, and that Consultant fully understands the meaning and intent of this Agreement, including but not limited to, its final and binding effect.

This Agreement shall not be construed as an admission by Employer of any liability or acts of wrongdoing or discrimination, nor shall it be considered to be evidence of such liability, wrongdoing, or discrimination. This Agreement shall be interpreted under the laws of the State of Georgia without regard to conflicts of law.

Consultant understands and acknowledges that this Agreement contains a full and final release of claims against Employer; and that Consultant has agreed to its terms knowingly, voluntarily, and without intimidation, coercion or pressure.

Date:                

Robert G. Leggett

Mueller Water Products, Inc.

Date:            By:     

Full Name: Gregory E. Hyland

Title: President & CEO

EX-99.2

FULL AND FINAL RELEASE OF CLAIMS

This Full and Final Release of Claims (“Agreement”) is made and entered into between Robert G. Leggett (“Executive”) and Mueller Water Products, Inc. (“Employer” or “MWP”).

1.TERMINATION AND SEVERANCE BENEFITS.

(a)     Executive's employment with MWP is hereby terminated effective September 30, 2011 (“Separation Date”) pursuant to Article I Section 5 of the Employment Agreement entered into between the parties on September 15, 2008 and as amended on February 6, 2009, and December 1, 2009 (“Employment Agreement”), resulting in a “Separation from Service” as defined in Treasury regulations promulgated under Section 409A of the Internal Revenue Code. In consideration of Executive's decision to enter into this Agreement, Employer shall provide Executive the Severance Benefits (as defined in the Employment Agreement). If Executive fails or refuses to execute this Agreement or if Executive revokes this Agreement as set forth herein, Executive shall not receive the Severance Benefits.

(b)    Executive will be eligible for any bonuses set forth in the Employment Agreement for the fiscal year 2011 notwithstanding the requirement that Executive be employed at the time the bonus is paid, subject to the approval of such bonus by the Compensation and Human Resources Committee, in the same manner and to the same extent as similarly situated executives of MWP. Management of MWP will propose that Executive be paid at target for personal goals as set forth in the Employment Agreement for the fiscal year 2011. Subject to the approval of such bonus by the Compensation and Human Resources Committee, such bonus, if any, will be paid at the same time as the bonuses are paid to other executives of MWP.

(c)    Employer shall provide Executive with outplacement services pursuant to Challenger, Gray & Christmas, Inc.'s executive program agreement with MWP for twelve months beginning on the date hereof.

(d)    Employer shall reimburse Executive for the legal fees incurred on or before December 31, 2011 in connection with this Agreement, up to a maximum of $3,500.00.

(e)    Whether or not Executive executes this Agreement, the Employer will pay Executive any and all wages for all hours worked up to and through the Separation Date, within the appropriate time frame required by applicable law, and unused vacation which has accrued as of the Separation Date and which remains unpaid, as soon as administratively feasible following the Separation Date. Federal, state and local tax withholdings may be applied to the Severance Benefits as determined by Employer in its sole discretion. Voluntary deductions shall not be made from the payments made from the above payments as determined by the Employer in its sole discretion.

(f)    That certain Executive Change-in-Control Severance Agreement between the Executive and Employer dated as of September 15, 2008 is hereby terminated without any benefit obligations becoming due and owing thereunder.

2.FULL AND FINAL RELEASE.

(a) In consideration of Severance Benefits and the payments and other consideration being provided to Executive pursuant hereto, Executive, for himself, his attorneys, heirs, executors, administrators, successors and assigns, fully, finally and forever releases and discharges Employer, all parent, subsidiary and/or affiliated companies, as well as its and their successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees (all of whom are referred to throughout this Agreement as “MWP” or “Employer”), of and from all claims, demands, actions, causes of action, suits, damages, losses, and expenses, of any and every nature whatsoever, as a result of actions or omissions occurring through the date Executive signs this Agreement. Specifically included in this waiver and release are, among other things, any and all claims related to any severance pay plan, any and all claims related to Executive's employment and separation from employment or otherwise, including without limitation: (1) Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, (race, color, religion, sex, and national origin discrimination); (2) the Americans with Disabilities Act, as amended (disability discrimination); (3) 42 U.S.C. § 1981 (discrimination); (4) the Age Discrimination in Employment Act (29 U.S.C. §§ 621-624); (5) 29 U.S.C. § 206(d)(1) (equal pay); (6) Executive Order 11246 (race, color, religion, sex and national origin discrimination); (7) Executive Order 11141 (age discrimination); (8) Section 503 of the Rehabilitation Act of 1973 (disability discrimination); (9) Employee Retirement Income Security Act (ERISA); (10) the Occupational Safety and Health Act; (11) the Worker Adjustment and Retraining Notification (WARN) Act; (12) the Family and Medical Leave Act; (13) the Ledbetter Fair Pay Act; and (14) other federal, state and local discrimination laws, including those of the State(s) in which Executive worked and/or resided. Executive further acknowledges that Executive is releasing, in addition to all other claims, any and all claims based on any tort, whistle-blower, personal injury, defamation, invasion of privacy or wrongful discharge theory; retaliatory discharge theory; any and all claims based on any oral, written or implied contract or on any contractual theory; any claims based on the severance pay plan; and all claims based on any other federal, state or local Constitution, regulation, law (statutory or common), or other legal theory, as well as any and all claims for punitive, compensatory, and/or other damages, back pay, front pay, fringe benefits and attorneys' fees, costs or expenses.

(b)    Nothing in this Agreement, however, is intended to waive Executive's entitlement to vested benefits under any 401(k) plan or other benefit plan provided by MWP. Furthermore, the parties specifically agree that this release does not cover, and Executive expressly reserves, indemnification and defense rights existing to him as a current or former director and/or officer of MWP under the Certificate of Incorporation, Bylaws of MWP, pursuant to applicable state law or in accordance with any applicable Directors and Officers insurance policy existing for former officers and directors of MWP. Finally, the above release does not waive claims that Executive could make, if available, for unemployment or workers' compensation or claims that cannot be released by private agreement.

3.ADVICE OF COUNSEL/CONSIDERATION AND REVOCATION PERIODS.

(a) Executive hereby acknowledges and agrees that this Agreement and the termination of Executive's employment and all actions taken in connection therewith are in compliance with the Age Discrimination in Employment Act and the Older Workers Benefit Protection Act and that the releases set forth herein shall be applicable, without limitation, to any claims brought under these Acts.

(b)    Executive further acknowledges that Executive has been and is hereby advised by Employer to consult with an attorney in regard to this matter. Executive understands that Executive is responsible for the costs of any such legal services incurred in connection with such consultation.

(c)    Executive further acknowledges that Executive has been given twenty-one (21) days from the time that Executive receives this Agreement to consider whether to sign it. If Executive has signed this Agreement before the end of this twenty-one (21) day period, it is because Executive freely chose to do so after carefully considering its terms. Finally, Executive shall have seven (7) days from the date Executive signs this Agreement to revoke the Agreement. To revoke, Executive must ensure that written notice is delivered to the Company, by the end of the day on the seventh calendar day after Executive signs this Agreement. If Executive does not revoke this Agreement within seven (7) days of signing, this Agreement will become final and binding on the day following such seven (7) day period. If Executive elects not to sign this Agreement within twenty-one (21) days from the time that Executive receives this Agreement, this Agreement shall expire automatically.

4.NO OTHER CLAIMS. Executive represents that Executive has not filed, nor assigned to others the right to file, nor are there currently pending, any complaints, charges or lawsuits against Employer with any governmental agency or any court or in any arbitration forum. Nothing herein is intended to or shall preclude Executive from filing a complaint and/or charge with any appropriate federal, state, or local government agency or cooperating with said agency in its investigation. Executive, however, shall not be entitled to receive any relief or recovery in connection with any complaint or charge brought against the Employer, without regard as to who brought said complaint or charge and this Agreement waives any such recovery.

5.POST-EMPLOYMENT COOPERATION. Executive agrees to fully cooperate with the Employer in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Employer which relate to events or occurrences that transpired or which failed to transpire while Executive was employed by the Employer. Executive also agrees to cooperate fully with the Employer in connection with any internal investigation or review, or any investigation or review by any federal, state or local regulatory authority, relating to events or occurrences that transpired or failed to transpire while Executive was employed by the Employer. Executive's full cooperation in connection with such matters shall include, but not be limited to, providing information to counsel, being available to meet with counsel to prepare for discovery or trial and acting as a witness on behalf of the Employer at mutually convenient times.

6.NO OTHER PROMISES. Executive affirms that the only consideration for his signing this Agreement is that set forth herein and that no other promise or agreement of any kind has been made to or with Executive by any person or entity to cause Executive to execute this document, and that Executive fully understands the meaning and intent of this Agreement, including but not limited to, its final and binding effect.

7.ACKNOWLEDGEMENTS AND MISCELLANEOUS.

(a)This Agreement shall not be construed as an admission by Employer of any liability or acts of wrongdoing or discrimination, nor shall it be considered to be evidence of such liability, wrongdoing, or discrimination.

(b)Executive acknowledges, understands and agrees that Executive has been paid in full for all hours that Executive has worked for Employer and that Executive has been paid any and all compensation or bonuses which have been earned by Executive through the date of execution of this Agreement.

(c)Executive acknowledges, understands and agrees that Executive has been notified of Executive's rights under the Family and Medical Leave Act (FMLA) and state leave laws. Executive further acknowledges, understands and agrees that Executive has not been denied any leave requested under the FMLA or applicable state leave laws and that, to the extent applicable, Executive has been returned to Executive's job, or an equivalent position, following any FMLA or state leave taken pursuant to the FMLA or state laws.

(d)Executive acknowledges, understands and agrees that Executive is responsible for the payment of any and all local, state, and/or federal taxes, which may be attributable to the consideration set forth herein and indemnifies and holds Employer harmless from such tax consequences, including interest and/or penalties, arising out of such payment to Executive. No representations have been or are made herein by or to any signatory to this Agreement regarding the tax consequences of this Agreement.

(e)Executive acknowledges, understands and agrees that it is Executive's obligation to make a timely report, in accordance with Employer's policy and procedures, of any work related injury or illness. Executive further acknowledges, understands and agrees that Executive has reported to Employer's management personnel any work related injury or illness that occurred up to and including Executive's last day of employment.

(f)Executive acknowledges, understands and agrees that certain obligations of the Employment Agreement survive the termination of employment, including but not limited to the post-employment obligations and restrictions set forth in Articles II and III. Executive further acknowledges, understands and agrees that Executive intends to honor and comply with such obligations.

(g)This Agreement shall be interpreted under the laws of the State of Georgia without regard to conflicts of law.

8.LEGALLY BINDING AGREEMENT. Executive understands and acknowledges that this Agreement contains a full and final release of claims against Employer; and that Executive has agreed to its terms knowingly, voluntarily, and without intimidation, coercion or pressure.

Date:    10/25/11    /s/ Robert G. Leggett

Robert G. Leggett

Mueller Water Products, Inc.

Date:    11/2/11        By: /s/ Gregory E. Hyland

Full Name: Gregory E. Hyland

Title: President & CEO