Exhibit
10.5


 


WALTER INDUSTRIES, INC.


SUPPLEMENTAL PENSION PLAN


 


1.                                       The purpose of
this Plan is to provide supplemental benefits for employees whose pension
benefits are limited by reason of the restrictions set forth in Sections 401
and 415 of the Internal Revenue Code.


 


2.                                       As used herein,
the term “Plan” shall mean the plan set forth herein; “Qualified Pension Plan”
shall mean the Pension Plan for Salaried Employees of Walter Industries, Inc.
Subsidiaries, Divisions and Affiliates (a plan “qualified” under Section 401(a)
of the Internal Revenue Code); “Year” shall mean the 12-month period ending on
each December 31; “Company” shall mean Walter Industries, Inc. and its
subsidiaries, divisions and affiliates.


 


3.                                       A supplemental
benefit shall be established under this Plan for each employee participating in
the Qualified Pension Plan whose benefit under said Plan has been reduced by
reason of the limitation set forth in Section 401(a)(17)
and/or Section 415(b) of the Internal Revenue Code.  The supplemental benefit shall be an amount
equal to the value of the amount of pension benefit the employee would have
been entitled to without regard to the limitations imposed by Sections 401 and
415 of the Internal Revenue Code less the actual amount of pension benefit he
will receive.


 


4.                                       The Company
shall not be required to fund the benefits payable under this Plan or to
segregate any of its assets for such purpose. 
If the Company elects to earmark any assets to pay the benefits provided
hereunder, title to and beneficial ownership of such assets shall at all times
remain in the Company and employees shall not have any property interest
whatsoever in such assets.


 


5.                                       Upon termination
of employment, including termination due to death, an employee (or, in the case
of death, his designated beneficiary) shall be entitled to receive the
supplemental benefit described in paragraph 3 above, the payment of which shall
be subject to the same elections and options applicable to the benefits payable
from the Qualified Pension Plan. 
However, the Company may, in its sole discretion, elect to furnish any
and all benefits due under this Plan by purchasing annuities, or by other means
at its disposal, including payment of the present value of such benefits.


 


6.                                       When an employee’s
participation herein begins the employee shall be informed of such
participation and shall be given a copy of the Plan.


 


7.                                       Nothing
contained in this Plan and no action taken pursuant to the provisions of this
Plan shall be construed to create a trust of any kind, or a fiduciary
relationship between the Company and any employee, his designated beneficiary
or any other person.


 





















 


8.                                       If an employee
has not designated a beneficiary under this Plan, his beneficiary hereunder
shall be deemed to be the same as his designated beneficiary under the
Qualified Pension Plan.


 


9.                                       Nothing
contained herein shall be construed as conferring upon an employee the right to
continue in the employ of the Company as an executive or in any other capacity.


 


10.                                 The benefit payable to
an employee under this Plan shall not be deemed salary or other compensation
for the purpose of computing any benefit to which an employee may be entitled
under any other benefit programs.


 


11.                                 The Executive
Compensation Committee (“Committee”) of the Board of Walter Industries, Inc.
shall have full power and authority to interpret, construe and administer this
Plan, and its interpretations and construction thereof, including the amount or
recipient of the payment to be made therefrom, shall be binding and conclusive
on all persons for all purposes.  No
member of the Committee shall be liable to any person for any action taken or
omitted in connection with the interpretation and administration of this Plan
unless attributable to his own willful misconduct or lack of good faith.


 


12.                                 This Plan shall be
construed in accordance with and governed by the laws of the State of Florida.


 


13.                                 The use of the
masculine gender herein shall be deemed to include the feminine gender.