0001104659-05-045139 Sample Contracts

NON-STATUTORY STOCK OPTION AGREEMENT
Non-Statutory Stock Option Agreement • September 21st, 2005 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs

AGREEMENT dated September 16, 2005 (hereinafter sometimes called the Grant Date) between Walter Industries, Inc., a Delaware corporation having its principal executive offices at 4211 W. Boy Scout Blvd., Tampa, Florida 33607 (hereinafter called the Company), and Gregory E. Hyland (hereinafter called the Employee).

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September 21, 2005 Dear Don,
Walter Industries Inc /New/ • September 21st, 2005 • General bldg contractors - residential bldgs

We refer to the letter agreement dated March 2, 2005 between you and Walter Industries, Inc. (“the Company”) regarding your retirement from the positions of Chairman, Chief Executive Officer and President of the Company (the “Letter Agreement”). Notwithstanding any contrary provision of that agreement, your final date of employment with the Company will be November 15, 2005, inclusive of all accrued vacation days, whether used or unused. While it is not expected that you will be required to be present at the company beyond a few days following the start date of your successor, you have agreed that you will be available until November 15 to assist in the transition of your responsibilities to Mr. Hyland and his introduction to the Company’s constituencies.

Walter Industries, Inc. Long-Term Incentive Award Plan Restricted Stock Unit Award Agreement
Award Agreement • September 21st, 2005 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs • Delaware

THIS AGREEMENT, effective as of the Date of Grant set forth below, represents a grant of restricted stock units (“RSUs”) by Walter Industries, Inc., a Delaware corporation (the “Company”), to the Participant named below, pursuant to the provisions of the Amended 1995 Long-Term Incentive Stock Plan of Walter Industries, Inc. (the “Plan”). You have been selected to receive a grant of RSUs pursuant to the Plan, as specified below.

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