Exhibit 10.9  Walter
Industries, Inc.
Long-Term Incentive Award Plan
Restricted Stock Unit Award Agreement  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[ [ 2002 ] 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.  The
Plan provides a complete description of the terms and conditions governing the
grant of RSUs.  If there is any inconsistency between the terms of this
Agreement and the terms of the Plan, the Plans terms shall completely
supersede and replace the conflicting terms of this Agreement.  All
capitalized terms shall have the meanings ascribed to them in the Plan, unless
specifically set forth otherwise herein.  Participant: «FirstName» «MI» «LastName»  Date of Grant: << date>>  Number of RSUs Granted: «RSU_Shares»  Purchase Price: None  [ Annual Share Price Targets:  First Anniversary
  
  $Second Anniversary
  
  $Third Anniversary
  
  $Fourth Anniversary
  
  $Fifth Anniversary
  
  $Sixth Anniversary
  
  $Seventh Anniversary
  
  $  ]  The
parties hereto agree as follows:  1.Employment with the Company.  Except as may otherwise be
provided in Section 6, the RSUs granted hereunder are granted on the
condition that the Participant remains an Employee of the Company or its
Subsidiaries from the Date of Grant through (and including) the vesting date,
as set forth in Section 2 (referred to herein as the Period of
Restriction).  This
grant of RSUs shall not confer any right to the Participant (or any other
Participant) to be granted RSUs or other Awards in the future under the Plan.  1


2.Vesting.  RSUs shall vest            
percent (      %) at the end of the         th
anniversary following the Date of Grant [; provided,
however, if the predetermined Annual Share Price Targets (as set forth on page 1)
are achieved and you remain employed by the Company, vesting of the RSUs shall
accelerate as follows:  (a)Twenty-five percent (25%) of the total number of RSUs
granted shall vest on the first anniversary of the Date of Grant (i.e., you
must be employed by the Company on such anniversary date and achieve the Annual
Share Price Target to vest) if the closing price of the Companys stock is at
least equal to <<  >>dollars and <<  >>cents
($  ) for any period of sixty (60) consecutive calendar days during
the calendar year preceding the first anniversary.  (b)Fifty percent (50%) of the total number of RSUs
granted, less the number of any RSUs previously vested, shall vest on the
second anniversary of the Date of Grant (i.e., you must be employed by the
Company on such anniversary date and achieve the Annual Share Price Target to
vest) if the closing price of the Companys stock is at least equal to
<< >> dollars and << >> cents ($   )
for any period of sixty (60) consecutive calendar days preceding the second
anniversary.  (c)Seventy-five percent (75%) of the total number of RSUs
granted, less the number of any RSUs previously vested, shall vest on the third
anniversary of the Date of Grant (i.e., you must be employed by the Company on
such anniversary date and achieve the Annual Share Price Target to vest) if the
closing price of the Companys stock is at least equal to
<< >> dollars and << >> cents
($   ) for any period of sixty (60) consecutive calendar days
preceding the third anniversary.  (d)One hundred percent (100%) of the total number of RSUs
granted, less the number of any RSUs previously vested, shall vest on the
fourth anniversary of the Date of Grant (i.e., you must be employed by the
Company on such anniversary date and achieve the Annual Share Price Target to
vest) if the closing price of the Companys stock is at least equal to
<< >> dollars and << >> cents
($   ) for any period of sixty (60) consecutive calendar days
preceding the fourth anniversary.  (e)One hundred percent (100%) of the total number of RSUs
granted, less the number of any RSUs previously vested, shall vest at any time
up to and including the fifth anniversary of the Date of Grant if the closing price
of the Companys stock is at least equal to << >> dollars and
<< >> cents ($   ) for any period of sixty (60)
consecutive calendar days preceding the fifth anniversary.  Unless
otherwise elected in a properly executed Deferral Election Form, payout will
occur as soon as administratively feasible after fulfilling the Annual Share
Price Target goal.  2


(f)One hundred percent (100%) of the total number of RSUs
granted, less the number of any RSUs previously vested, shall vest at any time
up to and including the sixth anniversary of the Date of Grant if the closing
price of the Companys stock is at least equal to << >>
dollars and << >> cents ($   ) for any period
of sixty (60) consecutive calendar days preceding the sixth anniversary.
 Unless otherwise elected in a properly executed Deferral Election Form,
payout will occur as soon as administratively feasible after fulfilling the
Annual Share Price Target goal.  (g)One hundred percent (100%) of the total number of RSUs
granted, less the number of any RSUs previously vested, shall vest at any time
up to and including the seventh anniversary of the Date of Grant if the closing
price of the Companys stock is at least equal to << >>
dollars and << >> cents ($   ) for any period of
sixty (60) consecutive calendar days preceding the seventh anniversary.
 Unless otherwise elected in a properly executed Deferral Election Form,
payout will occur as soon as administratively feasible after fulfilling the
Annual Share Price Target goal. ]  [The following table summarizes the
vesting treatment of a hypothetical grant of 1,000 RSUs, based upon whether or
not Annual Share Price Targets are achieved.  Number of RSUs That VestEarliest Date on Which RSUs Vest
  
  If Share Price
  Targets Achieved
  
  If Share Price
  Targets Not AchievedFirst anniversary of Date of Grant
  
  250
  
  0Second anniversary of Date of Grant
  
  500 less RSUs previously
  vested
  
  0Third anniversary of Date of Grant
  
  750 less RSUs previously
  vested
  
  0Fourth anniversary of Date of Grant
  
  1,000 less RSUs previously
  vested
  
  0Fifth anniversary of Date of Grant
  
  1,000 less RSUs previously
  vested
  
  0Sixth anniversary of Date of Grant
  
  1,000 less RSUs previously
  vested
  
  0Seventh anniversary of Date of Grant
  
  1,000 less RSUs previously
  vested
  
  1,000  ]  3.Timing of Payout.  Payout of all RSUs shall occur as
soon as administratively feasible after vesting, unless a Participant elects to
defer the payout of RSUs upon vesting by completing in writing and returning to
the Company an irrevocable deferral election form within six (6) months of
the Date of Grant.  4.Form of Payout.  Vested RSUs will be paid out
solely in the form of shares of stock of the Company.  5.Voting Rights and Dividends.  Until such time as the RSUs are
paid out in shares of Company stock, the Participant shall not have voting
rights.  Further, no dividends shall be paid on any RSUs.  3


6.Termination of Employment.  In the event of the Participants
termination of employment with the Company or its Subsidiaries for any reason
during the Period of Restriction, all RSUs held by the Participant at the time
of employment termination and still subject to the Period of Restriction
shall be forfeited by the Participant to the Company.  However, the
Committee may, in its sole discretion, vest all or any portion of the RSUs held
by the Participant.  For all previously vested RSUs that have been
properly deferred, payout shall occur upon the earlier to occur of the elected
deferred vesting date or the date of your employment termination for any
reason.  7.Change in Control.  Notwithstanding anything to the
contrary in this Agreement, in the event of a Change in Control of the
Company during the Period of Restriction and prior to the Participants
termination of employment, the Period of Restriction imposed on the RSUs shall
immediately lapse, with all such RSUs vesting subject to applicable federal and
state securities laws.  8.Restrictions on Transfer.  Unless and until actual shares of
stock of the Company are received upon payout, RSUs granted pursuant to this
Agreement may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated (a Transfer), other than by will or by the laws of
descent and distribution, except as provided in the Plan.  If any
Transfer, whether voluntary or involuntary, of RSUs is made, or if any
attachment, execution, garnishment, or lien shall be issued against or placed
upon the RSUs, the Participants right to such RSUs shall be immediately
forfeited by the Participant to the Company, and this Agreement shall lapse.  9.Recapitalization.  In the event of any change in the
capitalization of the Company such as a stock split or a corporate transaction
such as any merger, consolidation, separation, or otherwise, the number and
class of RSUs subject to this Agreement may be equitably adjusted by the
Committee, in its sole discretion, to prevent dilution or enlargement of
rights.  10.Beneficiary Designation.  The Participant may, from time to
time, name any beneficiary or beneficiaries (who may be named contingently or
successively) to whom any benefit under this Agreement is to be paid in case of
his or her death before he or she receives any or all of such benefit.
 Each such designation shall revoke all prior designations by the
Participant, shall be in a form prescribed by the Company, and will be
effective only when filed by the Participant in writing with the Secretary of
the Company during the Participants lifetime.  In the absence of any such
designation, benefits remaining unpaid at the Participants death shall be paid
to the Participants estate.  11.Continuation of Employment.  This Agreement shall not confer
upon the Participant any right to continue employment with the Company or its
Subsidiaries, nor shall this Agreement interfere in any way with the Companys
or its Subsidiaries right to terminate the Participants employment at any
time.  4


12.Miscellaneous.  (a)This Agreement and the rights of the Participant
hereunder are subject to all the terms and conditions of the Plan, as the same
may be amended from time to time, as well as to such rules and regulations
as the Committee may adopt for administration of the Plan.  The Committee
shall have the right to impose such restrictions on any shares acquired
pursuant to this Agreement, as it may deem advisable, including, without
limitation, restrictions under applicable federal securities laws, under the
requirements of any stock exchange or market upon which such shares are then
listed and/or traded, and under any blue sky or state securities laws
applicable to such shares.  It is expressly understood that the Committee
is authorized to administer, construe, and make all determinations necessary or
appropriate to the administration of the Plan and this Agreement, all of which
shall be binding upon the Participant.  (b)The Committee may terminate, amend, or modify the
Plan; provided, however, that no such termination, amendment, or modification
of the Plan may in any material way adversely affect the Participants rights
under this Agreement, without the written consent of the Participant.  (c)The Participant may elect, subject to any procedural rules adopted
by the Committee, to satisfy the withholding requirement, in whole or in part,
by having the Company withhold and sell shares having an aggregate Fair Market
Value on the date the tax is to be determined, equal to the amount required to
be withheld.  The Company shall have the power and the right to
deduct or withhold from the Participants compensation, or require the
Participant to remit to the Company, an amount sufficient to satisfy federal,
state, and local taxes (including the Participants FICA obligation), domestic
or foreign, required by law to be withheld with respect to any payout to the
Participant under this Agreement.  (d)The Participant agrees to take all steps necessary to
comply with all applicable provisions of federal and state securities laws in
exercising his or her rights under this Agreement.  (e)This Agreement shall be subject to all applicable
laws, rules, and regulations, and to such approvals by any governmental
agencies or national securities exchanges as may be required.  (f)All obligations of the Company under the Plan and this
Agreement, with respect to the RSUs, shall be binding on any successor to the
Company, whether the existence of such successor is the result of a direct or
indirect purchase, merger, consolidation, or otherwise, of all or substantially
all of the business and/or assets of the Company.  (g)To the extent not preempted by federal law, this
Agreement shall be governed by, and construed in accordance with, the laws of
the state of Delaware.  5


IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed
effective as of the Date of Grant.  Walter Industries, Inc.By:Title of Company
  OfficerATTEST:Participant  6