AGREEMENT AND PLAN OF MERGER dated as of June 17, 2005 among MUELLER WATER PRODUCTS, INC., WALTER INDUSTRIES, INC., JW MERGERCO, INC. and DLJ MERCHANT BANKING II, INC., as the Stockholders’ RepresentativeMerger Agreement • June 22nd, 2005 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 17, 2005 among Mueller Water Products, Inc., a Delaware corporation (the “Company”), Walter Industries, Inc., a Delaware corporation (“Buyer”), and JW MergerCo, Inc., a Delaware corporation (“MergerCo”), and, individually for purposes of Article 4 and otherwise, solely in its capacity as the Stockholders’ Representative (as defined below), DLJ Merchant Banking II, Inc., a Delaware corporation (“DLJMB”).
VOTING AGREEMENT dated as of June 17, 2005 among WALTER INDUSTRIES, INC. and THE STOCKHOLDERS NAMED HEREINVoting Agreement • June 22nd, 2005 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs • Delaware
