SECOND AMENDMENT made this 17th day
of July, 2006 to the Agreement dated as of December 8, 2004 (the “Agreement”)
as amended by the First Amendment dated as of August 10, 2005 (the “First Amendment”),
each by and between Jacuzzi Brands, Inc., a Delaware corporation (the “Company”)
with its principal office in West Palm Beach, Florida, and David H. Clarke, a
resident of Wellington, Florida (the “Executive”) (collectively,
the “Parties”). 


       WHEREAS, the Agreement originally provided for the Executive’s
  retirement and commencement of full retirement benefits effective October 2,
2005; 


       WHEREAS, pursuant
  to the First Amendment and effective August 10, 2005, the Executive agreed
  to delay his retirement and the commencement of his full retirement benefits
  in order to facilitate an appropriate CEO succession plan for the benefit of
the Company; 


       WHEREAS, the Company
  has adopted a succession plan providing for the assumption of the Company CEO
  role by Alex P. Marini effective August 31, 2006, and the Executive has agreed
  to remain in the employ of the Company until September 30, 2006 in order to
  assist in the execution of this plan, after which time the Executive will retire
all positions with the Company; and 


       WHEREAS, the Company
  wishes to clarify and memorialize certain agreements with the Executive intended
  to compensate the Executive for the delay in his scheduled retirement and the
consequent delay in commencement of his agreed retirement benefits. 


        NOW, THEREFORE, the parties hereby agree as follows: 


       1. The second recital of the Agreement and the first paragraph of Section 1 of the First Amendment beginning “WHEREAS, Executive has expressed . . .” and ending “... (his “Retirement Date”).” are
  deleted in their entirety and the following language is substituted in place
thereof: 


        “WHEREAS,
      the Executive and the Company have agreed that the Executive shall retire
      as Chief Executive Officer effective as of August 31, 2006 and as a member
      and Chairman of the Board effective as of September 30, 2006 (his “Retirement Date”), except that with respect to Section 3(e) of the Agreement, the term “Retirement Date” shall
    still mean October 2, 2005.” 




       2. Section 2 of the
  Agreement is deleted in its entirety and the following paragraph is substituted
in place thereof: 



















            “2. Transition of Duties and Retirement. On
          August 31, 2006, the Executive shall resign his title as Chief Executive
          Officer of the Company. From August 31, 2006 until the Retirement Date,
          the Executive shall remain as an employee of the Company in the position
          of executive Chairman of the Board. Effective as of the Retirement
          Date, the Executive shall retire from his position as executive Chairman
          of the Board and shall resign and cease his employment with the Company
          and his membership on the Board (as well as all other employment positions,
          officer roles and directors positions with the Company and its subsidiaries).
          To the extent of the Company’s performance against existing bonus targets, and giving Executive credit for achieving his personal business objectives not less than in proportion to the achievement of such existing bonus targets, Executive shall
      be deemed to have earned and shall be entitled to receive his bonus for FYE 2006, which shall be paid as provided in Section 3(a) of the Agreement. For purposes of the Agreement, “Separation Date” shall mean the “Retirement
      Date”, as defined herein.” 



      3. Section 3(a) of the Agreement is amended to delete from the first sentence thereof the words “continue to serve as Chairman of the Board and Chief Executive Officer and”. 

      4. Section 3(b)
    shall be amended by deleting it in its entirety and substituting the following
paragraph: 


             “3(b). As of the date of the Second Amendment, Executive holds options with respect to 95,000 shares of the Company’s
          Common Stock, which were granted to Executive in 2002 under the U.S.
          Industries, Inc. Stock Option Plan, initially effective April 13, 1995
          (the “SOP”). Such options shall continue to vest in
          accordance with their terms and terms of the SOP, provided, however,
          notwithstanding anything therein to the contrary, all of such options
          shall vest on the Retirement Date and shall be exercisable for a period
      of twelve (12) months following the Retirement Date.”



      5. Section 3(c)
    of the Agreement is amended by deleting it in its entirety and substituting
the following paragraph: 


         “3(c).
      As of the date of the Second Amendment, Executive owns 295,365 shares of
      restricted Common Stock which have not vested. All of such shares shall
      vest on the Retirement Date, if not previously vested in accordance with
    their terms.” 



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       6. Section 4 of the Agreement is amended by deleting the heading in its entirety and substituting the following heading “Post-Employment Covenants”,
and by adding the following paragraph: 


         “4(f). During the period the Executive is employed with the Company and for twelve (12) months following the Retirement Date, Executive will, at the Company’s reasonable request (and,
    following the Retirement Date, subject to Executive’s other commitments), assist and cooperate with the Company in such manner as Executive may reasonably determine is appropriate under the circumstances in connection with the defense or
    prosecution of any claim that may be made against or by the Company or any of its current or former employees or directors, or in connection with any ongoing or future investigation or claim of any kind involving the Company or any of its current or
    former employees or directors, to the extent such investigation or claim arises out of or is in connection with Executive’s relationship with the Company. Executive further agrees to execute and deliver any documents that may be reasonably
    necessary for carrying out the provisions of this Section 4(f). Nothing in this Section 4(f) shall require Executive to take any action prejudicial to Executive’s interests. The Company shall reimburse Executive for any reasonably necessary
    out-of-pocket expenses incurred by Executive and supported by appropriate documentation in connection with Executive’s
    assistance and cooperation.” 




       7. Section 5 of the
  Agreement is amended by adding the following sentence at the end of the existing
paragraph: 


        “For the avoidance
  of doubt, Executive shall not receive any benefits under Section 2 and Section
  3 until Executive has executed the Release attached hereto as Annex 1 and the
  revocation period described in the penultimate paragraph thereof has lapsed.
  The Company shall simultaneously execute the Release attached hereto as Annex
2.” 


       8. Exhibit A of the
  Agreement is amended to delete paragraph A thereof in its entirety and substitute
the following paragraph in its place: 


        “A. On or
      before the Retirement Date, the Company shall pay to the Executive a lump
      sum cash payment of $808,000 in consideration of the retirement benefits
      that the Executive would have received under the Company pension benefit
      arrangements during FYE 2006 if the Executive had been permitted to take
      his retirement as of October 2, 2005, as originally agreed between the
      Executive and the Company. Such payment shall be in addition to and not
    reduce any other retirement benefits or other compensation 



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    to which the Executive is entitled under the
    Agreement or otherwise.” 




       9. Exhibit A of the
  Agreement is amended to delete (a) the first three sentences of paragraph D
  and (b) paragraph E in its entirety. With respect to paragraph D, Executive
  shall notify the Company in writing on or before the Retirement Date as to
  whether or not he would like the life insurance policies assigned to him, if
  they are assignable. With respect to paragraph E, the following paragraphs
shall be substituted as a new paragraph E: 


           “E. On September 30,
    2006, the Company shall pay to the Executive’s associated entity a lump
    sum cash payment as a reimbursement of the personal office expenses relating
    to rent, utilities (not including telephone or  other communications equipment
    or services) and cleaning incurred by the Executive in connection with the
    office lease dated September 29, 2004 undertaken by the Executive in contemplation
    of his retirement originally scheduled to occur as of October 2, 2005. The
    amount of said payment will be equal to the actual amount spent, supported
    by appropriate documentation, by Executive or Executive’s associated entity.
    From the Retirement Date through June 30, 2008 (or such earlier date  that the
    Executive or his associated entity ceases to incur lease payment obligations
    with respect to such personal office space), upon written notice from the Executive,
    the Company shall reimburse the Executive’s associated entity for the
    foregoing expenses with respect to such office space. The aggregate gross total
    amount of such expenses reimbursed to Executive’s associated entity
    shall not exceed $150,000 and any reimbursement shall, to the extent required
    by applicable law, be net of such applicable withholding taxes. 

          Executive shall be entitled to remove from the West Palm Beach office his “personal effects”, which shall include personally owned items and photographs of his personally owned sailboats. “Personal effects” shall
      not include any business related and any company owned items, such as computers,
    etc.” 




       10. Exhibit A of
  the Agreement is amended by deleting paragraph F and substituting the following
new paragraph in its place. 


        “For a period
      of twelve (12) months following the
    Retirement Date, the Company shall continue to provide Executive
  with the services of his current executive assistant at her current salary, including
  comparable benefits and customary raises. The compensation of the executive
  assistant shall be paid by the Company. It is understood that the employment
  of the executive 



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    assistant will be terminated by the Company after
    the completion of the twelve (12) month period, at which time she will then
    receive severance from the Company in accordance with the Company’s
    standard termination policy existing at the date of this Amendment.” 




       11. Exhibit A of
the Agreement is amended to delete paragraph G thereof in its entirety. 


       12. Exhibit B of
  the Agreement is hereby deemed amended to include and encompass within the
  summary of restricted stock awards set forth therein, the award of 75,000 shares
  of restricted Company Common Stock received by the Executive as of December
  5, 2005, and further, the Company and executive acknowledge that as of the
  date hereof, Executive owns a total of 295,365 shares of restricted Common
Stock which have not vested. 


         13. Exhibit C of the Agreement is deleted in its entirety. 


         The Agreement, as amended herein, shall remain in full force and effect. 


       IN WITNESS WHEREOF,
  as of the date first above written, each of the Parties hereto has duly executed
  this Agreement and the Releases of the respective Parties attached hereto as
Annex 1 and Annex 2. 


  	JACUZZI BRANDS, INC.
	 	 	 
	By:	/s/ Steven C. Barre
	 	

	 	Name:	Steven C. Barre
	 	Title:	Senior Vice President, General Counsel

and Secretary
	 	 	 
	 	 /s/
          David H. Clarke
	 	

	 	David H. Clarke






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  ANNEX1

RELEASE


       Reference is made
  to the agreement between me and Jacuzzi Brands. Inc., a Delaware corporation,
  (the “Company”)
  dated December 8, 2004 (as amended by the First Amendment thereto dated August
  10, 2005 and the Second Amendment thereto dated July 17, 2006 (collectively,
the “Agreement”). 


       In consideration of the mutual agreements between the Company and me as set forth in the Agreement, I hereby acknowledge that I have no claims against the Company nor any knowledge of any incidence or
injury which could result in a claim against the Company for worker’s compensation
or otherwise; therefore I voluntarily release and forever discharge the Company,
its former and present parents, subsidiaries and affiliates, and its and their
respective directors, officers, employees, agents, predecessors, successors and
assigns (the “Released Parties”) of and from any and all causes of action, suits, claims, charges,
complaints, contracts, agreements and promises whatsoever, in law or equity, against the Released Parties which I, my heirs, executors or administrators, may now have or hereafter can, shall or may have for, upon, or by reason of any matter, cause
or thing whatsoever occurring prior to the execution of this release, including, but not limited to any and all matters arising out of my employment by any of the Released Parties, including, but not limited to, any alleged violation of Title VII of
the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Florida Civil
Rights Act, the Florida Whistleblower Protection Act, the Older Workers Benefit Protection Act and any other federal, state or local law, regulation or ordinance, and/or public policy. Anything contained herein notwithstanding, this release excludes
any claims that may arise with regard to the Company’s duties, obligations, rights and benefits set forth in the Agreement and all agreements, plans and programs incorporated therein, including but not limited to the employment agreement
between the Company and me, dated as of February 22, 1995, which agreement was amended twice, most recently as of September 1, 1999, and any claim for benefits pursuant of the terms of the Company’s
life insurance/medical/health/dental and the welfare programs for employees and
retirees, pension plan (qualified and non-qualified), savings/401(k) plan and
stock option and other equity plans (collectively, the “Excluded Claims”). 


       I certify that I
  have the intention of releasing all claims recited herein, except for the Excluded
  Claims, in exchange for the consideration noted above, which I acknowledge
  as adequate and satisfactory to me and which constitutes additional compensation
  to me. I acknowledge that neither the Company nor any of its agents or representatives
  has made any representations to me concerning the terms or effects of this
release other than those contained herein. 















  


  ANNEX 1


       I acknowledge that
  I have been advised by the Company that I am entitled to a period of up to
  twenty-one (21) days within which to consider this release before signing it,
  if I wish. I expressly acknowledge that I have taken sufficient time to consider
  this release before signing it. I understand that this release will not become
  effective or binding until seven (7) days after it is signed, during which
  time I may revoke it if I wish to do so. I further understand that any revocation
  must be in writing and directed to Steven C. Barre, Sr. Vice President, General
  Counsel and Secretary, Jacuzzi Brands, Inc., Phillips Point-West Tower, Suite
1100, West Palm Beach, Florida 33401 (fax 561-514-3888). 


       I acknowledge and
  agree that I am fully aware of my right to discuss any and all aspects of this
  matter with any attorney of my choice, that the Company has advised me of that
  right and encouraged me to utilize that right, that I have carefully read and
  fully understand all of the provisions of this release, and that I am voluntarily
signing it. 

	 	
      Sign:
		 
		/s/ David H. Clarke

	
		
		
		


	
		

		 
		
      David H. Clarke
	
	Date: July 17, 2006		 	 




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  ANNEX 2

RELEASE


       Reference is made
  to the agreement between David H. Clarke (“Clarke”) and Jacuzzi
  Brands, Inc., a Delaware corporation, (the “Company”) dated
December 8, 2004 (the “Agreement”). 


       In consideration of the benefits to be provided to the Company by Clarke pursuant to the Agreement and Clarke’s
  entering into a comparable release in favor of the Company, the Company hereby
  acknowledges that it has no claims against Clarke nor any knowledge of any
  incidence or injury which could result in a claim against Clarke; therefore
  the Company voluntarily releases and forever discharges Clarke, his heirs,
  executors or administrators (the “Released Parties”) of and from any and all causes of action, suits, claims, charges, complaints, contracts, agreements and promises whatsoever, in law or
equity, against the Released Parties which the Company, its former and present parents, subsidiaries and affiliates, and its and their respective directors, officers, employees, agents, predecessors, successors and assigns, may now have or hereafter
can, shall or may have for, upon, or by reason of any matter, cause or thing whatsoever occurring prior to the execution of this release. Anything contained herein notwithstanding, this release excludes any claims that may arise with regard to
Clarke’s duties, obligations, rights and benefits set forth in the Agreement
and all agreements, plans and programs incorporated therein, including but not
limited to the employment agreement between the Company and Clarke, dated as
of February 22, 1995, as amended. 


  	JACUZZI BRANDS, INC.
	 	 	 
	By:	/s/ Steven C. Barre
	 	

	 	Name:	Steven C. Barre
	 	Title:	Senior Vice President, General Counsel

    and Secretary




Date: July 17, 2006