0001104659-06-038290 Sample Contracts

CORPORATE AGREEMENT
Corporate Agreement • May 30th, 2006 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs • Delaware

THIS CORPORATE AGREEMENT (“Agreement”) is entered into as of May 26, 2006 by and between WALTER INDUSTRIES, INC., a Delaware corporation (“Walter”), and MUELLER WATER PRODUCTS, INC., a Delaware corporation (“Mueller”).

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INCOME TAX ALLOCATION AGREEMENT
Income Tax Allocation Agreement • May 30th, 2006 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs • New York

THIS INCOME TAX ALLOCATION AGREEMENT (this “Agreement”) dated as of May 26, 2006 is made and entered into by Walter Industries, Inc., a Delaware corporation (“Walter”) and the Walter Affiliates (as defined below), and Mueller Water Products, Inc., a Delaware corporation (“Mueller”) and the Mueller Affiliates (as defined below).

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • May 30th, 2006 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs • New York

This Transition Services Agreement (this “Services Agreement”) is made as of the 26th day of May, 2006, by and among (i) Walter Industries, Inc., a Delaware corporation (“Walter”) on behalf of itself and each of the other Walter Entities, and (ii) Mueller Water Products, Inc., a Delaware corporation (“Mueller”), on behalf of itself and each of the other Mueller Entities. The Mueller Entities currently receive certain services from and provide certain services to the Walter Entities. Each of the Walter Entities and the Mueller Entities desire that these services continue to be provided after the initial public offering of shares of Mueller and the subsequent spin-off of Mueller’s common stock to Walter’s shareholders, upon the terms and conditions set forth in this Services Agreement.

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