0001047469-05-006717 Sample Contracts

Executive Change-in-Control Severance Agreement
Control Severance Agreement • March 16th, 2005 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs

THIS EXECUTIVE CHANGE-IN-CONTROL SEVERANCE AGREEMENT is made, entered into, and is effective this day of , 2004 (hereinafter referred to as the “Effective Date”), by and between Walter Industries, Inc. (the “Company”), a Delaware corporation, and (the “Executive”).

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AMENDED AND RESTATED VARIABLE FUNDING LOAN AGREEMENT
Variable Funding Loan Agreement • March 16th, 2005 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs • New York

AMENDED AND RESTATED VARIABLE FUNDING LOAN AGREEMENT (this “Loan Agreement”), dated as of November 19, 2004, by and among YC SUSI TRUST, a Delaware statutory trust (successor by assignment from Enterprise Funding Corporation, and together with its successors and assigns, a “Lender”), ATLANTIC ASSET SECURITIZATION CORP., a Delaware corporation (together with its successors and assigns, a “Lender”), MID-STATE TRUST IX, a Delaware business trust, as borrower (the “Borrower”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as custodian and collateral agent (the “Collateral Agent”), BANK OF AMERICA, N.A., a national banking association, as agent and a managing agent (in such capacities, the “Agent” and a “Managing Agent” and as a bank investor (in such capacity, a “Bank Investor”) and CALYON NEW YORK BRANCH, a French bank acting through its New York branch, as a managing agent (in such capacity, a “Managing Agent” and as a bank investor (in such capacity, a “Bank Inves

Walter Industries, Inc. Long-Term Incentive Award Plan Restricted Stock Unit Award Agreement
Award Agreement • March 16th, 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.

NON-STATUTORY STOCK OPTION AGREEMENT
Non-Statutory Stock Option Agreement • March 16th, 2005 • Walter Industries Inc /New/ • General bldg contractors - residential bldgs

AGREEMENT dated << >> (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 «First_Name»«MI». «Last_Name» (hereinafter called the Employee).

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