0000950123-02-001442 Sample Contracts

] Shares WCI COMMUNITIES, INC. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENT

Underwriting Agreement • February 13th, 2002 • Wci Communities Inc • Operative builders • New York

• Contract Type
  Underwriting Agreement
• Filed
  February 13th, 2002
• Company
  Wci Communities Inc
• Industry
  Operative builders
• Jurisdiction
  New York

UBS Warburg LLC Credit Suisse First Boston Corporation Deutsche Banc Alex Brown Inc. as Managing Underwriters 299 Park Avenue New York, New York 10171-0026

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • February 13th, 2002 • Wci Communities Inc • Operative builders • New York

• Contract Type
  Registration Rights Agreement
• Filed
  February 13th, 2002
• Company
  Wci Communities Inc
• Industry
  Operative builders
• Jurisdiction
  New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2002, among WCI COMMUNITIES, INC., a Delaware corporation (the “Company”), Don E. Ackerman (“Ackerman”), Alfred Hoffman, Jr. (“Hoffman”), Citicorp Venture Capital (“Citicorp”), John D. and Catherine T. MacArthur Foundation (“MacArthur Foundation”) and Kamehameha Activities Association (“Kamehameha” and together with Citicorp and the MacArthur Foundation, the “Business Investor Group”). Each of Ackerman, the Ackerman Estate, Hoffman, the Hoffman Estate, Citicorp, MacArthur Foundation and Kamehameha are referred to herein as an “Investor.” The Company and the Investors are hereinafter collectively referred to as the “Parties.”