Exhibit 10.5  Amended and Restated Change-in-Control Agreement for Michael
T. Madden Jim Walter Resources, Inc.  Adopted: October, 2007  Amended and Restated: Dec. 18, 2008


Contents  Article 1.
  Definitions
  1Article 2.
  Retirement Benefits
  4Article 3.
  Form and Timing of Retirement Benefits
  6Article 4.
  Noncompetition and Confidentiality
  7Article 5.
  The Companys Obligation
  8Article 6.
  Term of Agreement
  8Article 7.
  Legal Remedies
  8Article 8.
  Successors
  9Article 9.
  Miscellaneous
  9


Walter Industries, Inc. 
Amended and Restated Change-in-Control Agreement  THIS AMENDED AND RESTATED CHANGE-IN-CONTROL AGREEMENT is made, entered
into, and is effective this 18thday of Dec.,
2008 (hereinafter referred to as the Effective Date), by and between Walter
Industries, Inc. (the Company), a Delaware corporation, and Michael T.
Madden (the Executive).  WHEREAS, the Executive is currently employed by Jim Walter Resources, Inc.
(JWR), a subsidiary of the Company, and possesses considerable experience and
knowledge of the business and affairs of the Company concerning its policies,
methods, personnel, and operations; and  WHEREAS, the Company is desirous of assuring insofar as possible, that
it will continue to have the benefit of the Executives services; and the
Executive is desirous of having such assurances; and  WHEREAS, the Company recognizes that circumstances may arise in which a
Change in Control of the Company occurs, through acquisition or otherwise,
thereby causing uncertainty of employment without regard to the Executives
competence or past contributions. Such uncertainty may result in the loss of
the valuable services of the Executive to the detriment of the Company and its
shareholders; and  WHEREAS, both the Company and the Executive are desirous that any
proposal for a Change in Control or acquisition will be considered by the
Executive objectively and with reference only to the business interests of the
Company and its shareholders;  WHEREAS, the Executive will be in a better position to consider the
Companys best interests if the Executive is afforded reasonable security, as
provided in this Agreement, against altered conditions of employment which
could result from any such Change in Control or acquisition; and  WHEREAS, the Company and the Executive previously entered into an
Change-in-Control Agreement in October, 2007 (Prior Agreement); and  WHEREAS, the Company and the Executive now desire to amend and restate
the terms of Executives Change-in-Control Agreement in its entirety in order
to comply with the requirements of Section 409A of the Code.  NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements of the parties set forth in this Agreement, and of
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, agree
as follows:  Article 1. Definitions  Wherever used in this Agreement, the following terms shall have the
meanings set forth below and, when the meaning is intended, the initial letter
of the word is capitalized:  (a)Agreement means this Amended and Restated Change-in-Control
Agreement.  1


(b)Base Salary means, at any time, the then regular annual rate
of pay which the Executive is receiving as annual salary, excluding amounts: (i) received
under short-term or long-term incentive or other bonus plans, regardless of
whether or not the amounts are deferred, or (ii) designated by the Company
as payment toward reimbursement of expenses.  (c)Board means the Board of Directors of the Company.  (d)Cause shall be determined solely by the Committee in the
exercise of good faith and reasonable judgment, and shall mean the occurrence
of any one or more of the following:  (i)The Executives willful and continued failure to
substantially perform his duties with the Company and/or one or more of its
subsidiaries (other than any such failure resulting from the Executives Disability),
after a written demand for substantial performance is delivered to the
Executive that specifically identifies the manner in which the Committee
believes that the Executive has not substantially performed his duties, and the
Executive has failed to remedy the situation within fifteen (15) business days
of such written notice from the Company or a subsidiary; or  (ii)The Executives conviction of a felony; or  (iii)The Executives willful engaging in conduct that is
demonstrably and materially injurious to the Company and/or one or more of its
subsidiaries, monetarily or otherwise. However, no act or failure to act on the
Executives part shall be deemed willful unless done, or omitted to be done,
by the Executive not in good faith and without reasonable belief that the
action or omission was in the best interests of the Company and/or one or more
of its subsidiaries.  (e)Change in Control of the Company shall mean the occurrence of
any one (1) or more of the following events:  (i)A change in the effective control of the Company,
which occurs only on either of the following dates:  (A)The date any
Person or more than one Person acting as a group (other than the Company or any
corporation owned, directly or indirectly, by the stockholders of the Company
in substantially the same proportions as their ownership of stock of the
Company, and any trustee or other fiduciary holding securities under
an employee benefit plan of the Company or such proportionately owned
corporation), acquires (or has acquired during the 12-month period ending on
the date of the most recent acquisition by such Person or Persons) ownership of
stock of the Company representing more than thirty percent (30%) of the total
voting power of the stock of the Company; or  (B)The date a
majority of the members of the Board is replaced during any 12-month period by
directors whose appointment or election is not endorsed  2


by a majority of the members of the Board before the date of the
appointment or election;  providedthat, in any event, the transaction must constitute
a change in the effective control of the Company within the meaning of Section 409A(a)(2)(A)(v) of
the Code and Treasury Regulations Section 1.409A-3(i)(5)(vi).  (ii)The date any Person or more than one Person acting
as a group acquires (or has acquired during the 12-month period ending on the
date of the most recent acquisition by such Person or Persons) all or
substantially all of the Companys assets; provided that the transaction
must constitute a change in the ownership of a substantial portion of the
assets of the Company within the meaning of Section 409A(a)(2)(A)(v) of
the Code and Treasury Regulations Section 1.409A-3(i)(5)(vii).  Notwithstanding the foregoing, in no event shall a Change in Control of
the Company be deemed to have occurred if the Company undergoes a strategic
realignment of its businesses (such as a split-up or spin-off transaction),
with or without a shareholder vote, including, without limitation, a spin-off
or other transaction separating Jim Walter Homes, Inc., Walter Mortgage
Company or JWH Holding Company, LLC from the Company.  (f)Code means the Internal Revenue Code of 1986, as amended.  (g)Committee means the Compensation Committee of the Board of
Directors of the Company, or, if no Compensation Committee exists, then the
full Board of Directors of the Company, or a committee of Board members, as
appointed by the full Board to administer this Agreement.  (h)Company means Walter Industries, Inc., a Delaware
corporation, or any successor thereto as provided in Article 9 herein.  (i)Disability or Disabled
shall have the meaning ascribed to such term in the Executives governing
long-term disability plan, or if no such plan exists, at the discretion of the
Board.  (j)Effective Date means the date this Agreement is approved by
the Board, or such other date as the Board shall designate in its resolution
approving this Agreement, and as specified in the opening sentence of this
Agreement.  (k)Effective Date of Termination means the date on which a
Qualifying Termination occurs, which triggers the benefits hereunder.  (l)Exchange Act means the Securities Exchange Act of 1934, as
amended.  3


(m)Involuntary Termination means the Executives involuntary
Separation from Service within the meaning of Treasury Regulations Section 1.409A-1(n)(1).  (n)Normal Retirement Age means the earliest normal retirement
age available under the established rules of the Companys tax-qualified
retirement plans in which the Executive is eligible to participate.  (o)Notice of Termination shall mean a written notice which shall
indicate the specific termination provision in this Agreement relied upon, and
shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executives employment under the
provision so indicated.  (p)Person shall have the meaning ascribed to such term in the
Code and Treasury Regulations.  (q)Qualifying Termination means a Separation from Service
described in Section 2.2 herein, the occurrence of which triggers the
payment of benefits hereunder.  (r)Separation from Service means the Executives separation from
service from Executives employer within the meaning of Section 409A(a)(2)(A)(i) of
the Code and the default rules of Treasury Regulations Section 1.409A-1(h).
For this purpose, Executives employer
is JWRand every entity or other
person which collectively with JWRconstitutes
a single service recipient (as that term is defined in Treasury Regulations
Sections 1.409A-1(g)) as the result of the application of the rules of
Treasury Regulations Sections 1.409A-1(h)(3); provided that an 80%
standard (in lieu of the default 50% standard) shall be used for purposes of
determining the service recipient / employer for this purpose.  (s)Specified Employee means a specified employee of the
service recipient that includes JWR (as determined under Treasury Regulations
Sections 1.409A-1(g))  within the meaning
of Section 409A(a)(2)(B)(i) of the Code and Treasury Regulations Section 1.409A-1(i),
as determined in accordance with the procedures adopted by such service
recipient that are then in effect, or, if no such procedures are then in
effect, in accordance with the default procedures set forth in Treasury
Regulations Section 1.409A-1(i).  (t)Retirement Benefits means the benefits set forth in Section 2.3
herein, payable in the event of a Qualifying Termination as described in Section 2.2
herein.  Article 2. Retirement Benefits.  2.1Right to
Retirement Benefits. The Executive shall be entitled to receive from
the Company the Retirement Benefits as described in Section 2.3 herein, if
there has been a Change in Control of the Company and if, within twenty-four
(24) calendar months thereafter, the Executive experiences a Separation from
Service for any reason specified in Section 2.2 herein as being a
Qualifying Termination.  4


2.2Qualifying
Termination. The occurrence of an Involuntary Termination
without Cause within twenty-four (24) calendar months after a Change in Control
of the Company shall trigger the payment of Retirement Benefits to the
Executive under this Agreement.  For purposes of this Agreement, a Qualifying Termination shall not
include a Separation from Service by reason of the Executives death or
Disability, a voluntary Separation from Service, or an Involuntary Termination
for Cause.  2.3Description
of Retirement Benefits. In the event the Executive becomes entitled
to receive Retirement Benefits, as provided in Sections 2.1 and 2.2
herein, the Company shall pay or provide, as the case may be, to the Executive
the following Retirement Benefits:  (a)A single lump sum payment
equal to the difference between (1) and (2) below:  (1)      The present value of the accrued
benefit earned under the Pension Plan for Salaried Employees of Walter
Industries, Inc. Subsidiaries, Divisions, and Affiliates calculated as if
the Executive had reached 80 points on the Executives Effective Date of
Termination.  (2)      The present value of the pension
benefit accrued under the Pension Plan for Salaried Employees of Walter
Industries, Inc. Subsidiaries, Divisions, and Affiliates as of the
Executives Effective Date of Termination determined in accordance with
the actuarial assumptions used for purposes of the Pension Plan for
Salaried Employees of Walter Industries, Inc. Subsidiaries, Divisions, and
Affiliates.  (b)Eligibility for benefits
under the Walter Industries, Inc. Retiree Medical Plan, which shall
be provided under the terms of such plan and for the applicable period of time
specified therein.  2.4Termination
for Total and Permanent Disability. Following a Change in
Control, if the Executive experiences a Separation from Service due to
Disability, the Executives benefits shall be determined in accordance with the
Companys retirement, insurance, and other applicable plans and programs then
in effect.  2.5Termination
for Retirement or Death. Following a Change in Control, if the
Executive experiences a Separation from Service by reason of a voluntary
Separation from Service after attaining his Normal Retirement Age, or by reason
of his death, the Executives benefits shall be determined in accordance with
the Companys retirement, survivors benefits, insurance, and other applicable
programs then in effect.  2.6Termination
for Cause or by the Executive. Following a Change in
Control, if the Executive experiences (i) an Involuntary Termination for
Cause, or (ii) a voluntary Separation from Service before attaining his
Normal Retirement Age, the Company shall pay the Executive his accrued but
unpaid Base Salary at the rate then in effect and accrued but unused vacation
pay. Further, the Executive shall continue to be entitled to receive payments
or benefits under any annual bonus plan and/or long-term incentive plans,
whether cash-based or equity-based, or retirement plans and insurance plans in
which Executive is a participant, if any, in each case in accordance with the
terms and conditions of such plans.  5


2.7Notice of
Termination. Any Involuntary Termination by the Company for
Cause shall be communicated by Notice of Termination to the other party.  Article 3. Form and Timing of Retirement Benefits  3.1Form and
Timing of Retirement Benefits.  (a)The amount described in Section 2.3(a) herein
shall be paid in cash to the Executive in a single lump sum within ten (10) calendar
days following the Effective Date of Termination.  (b)Notwithstanding anything to
the contrary in this agreement, if Executive is a Specified Employee on the
Effective Date of Termination, to the extent that Executive is entitled to
receive any benefit or payment under this Agreement that constitutes deferred
compensation within the meaning of Section 409A of the Code before the
date that is six (6) months after the Effective Date of Termination, such
benefits or payments shall not be provided or paid to Executive on the date
otherwise required to be provided or paid. Instead, all such amounts shall be
accumulated and paid in a single lump sum to Executive on the first business
day after the date that is six (6) months after the Effective Date of
Termination (or, if earlier, within fifteen (15) days following Executives
date of death). If Executive is required to pay for a benefit that is otherwise
required to be provided by the Company under this Agreement by reason of this Section 3.1(b),
Executive shall be entitled to reimbursement for such payments on the first
business day after the date that is six (6) months after the Effective
Date of Termination (or, if earlier, within fifteen (15) days following
Executives date of death). All benefits or payments otherwise required to be
provided or paid on or after the date that is six (6) months after the
Effective Date of Termination shall not be affected by this Section 3.1(b) and
shall be provided or paid in accordance with the payment schedule applicable to
such benefit or payment under this Agreement. 
Prior to the imposition of the six month delay as set forth in this Section 3.1(b),
it is intended that (i) each installment under this Agreement be regarded
as a separate payment for purposes of Section 409A of the Code, and (ii) all
benefits or payments provided under this Agreement satisfy, to the greatest
extent possible, the exemptions from the application of Section 409A of
the Code provided under Treasury Regulations Sections 1.409A-1(b)(4) (short-term
deferral) or 1.409A-1(b)(9) (certain separation pay plans). This Section 3.1(b) is
intended to comply with the requirements of Section 409A(a)(2)(B)(i) of
the Code.  3.2Withholding
of Taxes. The Company shall withhold from any amounts
payable under this Agreement all federal, state, city, or other taxes as
legally shall be required.  3.3Reimbursement
and In-Kind Benefits.To the extent this Agreement provides for
reimbursements of expenses incurred by Executive or in-kind benefits the
provision of which are not exempt from the requirements of Section 409A of
the Code, the following terms apply with respect to such reimbursements or
benefits: (1) the reimbursement of expenses or provision of in-kind
benefits will be made or provided only during the period of time specifically
provided herein; (2) the amount of expenses eligible for reimbursement, or
in-kind benefits provided, during a calendar year  6


will
not affect the expenses eligible for reimbursement, or in-kind benefits to be
provided, in any other calendar year; (3) all reimbursements will be made
upon Executives request in accordance with the Companys normal policies but
no later than the last day of the calendar year immediately following the
calendar year in which the expense was incurred; and (4) the right to the
reimbursement or the in-kind benefit will not be subject to liquidation or
exchange for another benefit.  Article 4. Noncompetition and Confidentiality  In the event the Executive becomes entitled to receive the Retirement
Benefits as provided in Section 2.3 herein, the following shall apply:  (a)Noncompetition. During the
term of employment and for a period of twelve (12) months after the Effective
Date of Termination, the Executive shall not: (i) directly or indirectly
act in concert or conspire with any person employed by the Company in order to
engage in or prepare to engage in or to have a financial or other interest in
any business or any activity which he knows (or reasonably should have known)
to be directly competitive with the business of the Company as then being
carried on; or (ii) serve as an employee, agent, partner, shareholder,
director or consultant for, or in any other capacity participate, engage, or
have a financial or other interest in any business or any activity which he
knows (or reasonably should have known) to be directly competitive with the
business of the Company as then being carried on (provided, however, that
notwithstanding anything to the contrary contained in this Agreement, the
Executive may own up to two percent (2%) of the outstanding shares of the
capital stock of a company whose securities are registered under Section 12
of the Securities Exchange Act of 1934).  (b)Confidentiality. The Company
has advised the Executive and the Executive acknowledges that it is the policy
of the Company to maintain as secret and confidential all Protected Information
(as defined below), and that Protected Information has been and will be
developed at substantial cost and effort to the Company. All Protected
Information shall remain confidential permanently and no Executive shall at any
time, directly or indirectly, divulge, furnish, or make accessible to any
person, firm, corporation, association, or other entity (otherwise than as may
be required in the regular course of the Executives employment with the
Company), nor use in any manner, either during the term of employment or after
termination, at any time, for any reason, any Protected Information, or cause
any such information of the Company to enter the public domain.  For purposes of this Agreement, Protected Information means trade
secrets, confidential and proprietary business information of the Company, and
any other information of the Company, including, but not limited to, customer
lists (including potential customers), sources of supply, processes, plans,
materials, pricing information, internal memoranda, marketing plans, internal
policies, and products and services which may be developed from time to time by
the Company and its agents or employees, including the Executive; provided,
however, that information that is in the public domain (other than as a result
of a breach of this Agreement), approved for release by the Company or lawfully
obtained from third parties who are not bound by a confidentiality agreement
with the Company, is not Protected Information.  7


(c)Nonsolicitation. During the
term of employment and for a period of twelve (12) months after the Effective
Date of Termination, the Executive shall not employ or retain or solicit for
employment or arrange to have any other person, firm, or other entity employ or
retain or solicit for employment or otherwise participate in the employment or
retention of any person who is an employee or consultant of the Company.  (d)Cooperation. Executive
agrees to cooperate with the Company and its attorneys in connection with any
and all lawsuits, claims, investigations, or similar proceedings that have been
or could be asserted at any time arising out of or related in any way to
Executives employment by the Company or any of its subsidiaries.  (e)Nondisparagement. At all times,
the Executive agrees not to disparage the Company or otherwise make comments
harmful to the Companys reputation.  Article 5. The Companys Obligation  5.1Obligations
Absolute. The Companys obligation to pay and provide the
Retirement Benefits provided for herein shall be absolute and unconditional,
and shall not be affected by any circumstances including, without limitation,
any offset, counterclaim, recoupment, defense, or other right which the Company
may have against the Executive or anyone else. All amounts payable by the
Company hereunder, and the retirement plan eligibility provided by the Company
hereunder, shall be paid and made available without notice or demand.  The Executive shall not be obligated to seek other employment in
mitigation of the amounts payable or arrangements made under any provision of
this Agreement, and the obtaining of any such other employment shall in no
event effect the Retirement Benefits as provided for herein except as provided
in Article 4(a).  5.2Contractual
Rights to Benefits. This Agreement establishes and vests in the
Executive a contractual right to the benefits to which he is entitled
hereunder. However, nothing herein contained shall require or be deemed to
require, or prohibit or be deemed to prohibit, the Company to segregate,
earmark, or otherwise set aside any funds or other assets, in trust or
otherwise, to provide for any benefits to be made or required hereunder.  Article 6. Term of Agreement  This Agreement will commence on the Effective Date and shall continue
in effect through June 1, 2014.  Article 7. Legal Remedies  7.1Dispute
Resolution. The Executive shall have the right and option to
elect to have any good faith dispute or controversy arising under or in
connection with this Agreement settled by litigation or arbitration. If
arbitration is selected, such proceeding shall be conducted by final and
binding arbitration before a panel of three (3) arbitrators in accordance
with the laws then in effect and under the administration of the American
Arbitration Association.  7.2Payment of
Legal Fees. In the event that it shall be necessary or
desirable for the Executive to retain legal counsel and/or to incur other costs
and expenses in connection with the  8


enforcement
of any or all of his rights under this Agreement, the Company shall pay (or the
Executive shall be entitled to recover from the Company) the Executives
attorneys fees, costs, and expenses in connection with the enforcement of his
rights including the enforcement of any arbitration award. This shall include,
without limitation, court costs and attorneys fees incurred by the Executive
as a result of any claim, action, or proceeding, including any such action
against the Company arising out of, or challenging the validity or
enforceability of, this Agreement or any provision hereof.  Article 8. Successors  8.1Successors
to the Company. The Company shall require any successor (whether
direct or indirect, by purchase, merger, reorganization, consolidation,
acquisition of property or stock, liquidation, or otherwise) of all or a
significant portion of the assets of the Company by agreement, in form and
substance satisfactory to the Executive, to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform if no such succession had taken place.
Regardless of whether such agreement is executed, this Agreement shall be
binding upon any successor in accordance with the operation of law and such
successor shall be deemed the Company for purposes of this Agreement.  8.2Assignment
by the Executive. This Agreement shall inure to the benefit of and
be enforceable by the Executives personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees, and legatees.  Article 9. Miscellaneous  9.1Employment
Status. This Agreement is not, and nothing herein shall be deemed to create,
an employment contract between the Executive and the Company or any of its
subsidiaries. The Executive acknowledges that the rights of the Company remain
wholly intact to change or reduce at any time and from time to time his
compensation, title, responsibilities, location, and all other aspects of the
employment relationship, or to discharge him prior to a Change in Control (subject
to such discharge possibly being considered a Qualifying Termination pursuant
to Section 2.2).  9.2Entire
Agreement. This Agreement (along with the Amended and
Restated Executive Change in Control Severance Agreement for Michael T. Madden
dated on or around the date hereof) contains the entire understanding of the
Company and the Executive with respect to the subject matter hereof, and amends
and restates in its entirety the Prior Agreement.  9.3Notices. All notices,
requests, demands, and other communications hereunder shall be sufficient if in
writing and shall be deemed to have been duly given if delivered by hand or if
sent by registered or certified mail to the Executive at the last address he
has filed in writing with the Company or, in the case of the Company, at its
principal offices.  9.4Execution
in Counterparts. This Agreement may be executed by the parties
hereto in counterparts, each of which shall be deemed to be original, but all
such counterparts shall constitute one and the same instrument, and all
signatures need not appear on any one counterpart.  9.5Conflicting
Agreements. The Executive hereby represents and warrants to
the Company that his entering into this Agreement, and the obligations and
duties undertaken by him hereunder,  9


will
not conflict with, constitute a breach of, or otherwise violate the terms of,
any other employment or other agreement to which he is a party, except to the
extent any such conflict, breach, or violation under any such agreement has
been disclosed to the Board in writing in advance of the signing of this
Agreement.  9.6Severability. In the event
any provision of this Agreement shall be held illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining parts of
the Agreement, and the Agreement shall be construed and enforced as if the
illegal or invalid provision had not been included. Further, the captions of
this Agreement are not part of the provisions hereof and shall have no force
and effect.  Notwithstanding any other provisions of this Agreement to the contrary,
the Company shall have no obligation to make any Retirement Benefits to the
Executive hereunder to the extent, but only to the extent, that such Retirement
Benefits are prohibited by the terms of any final order of a federal or state
court or regulatory agency of competent jurisdiction; provided, however, that
such an order shall not affect, impair, or invalidate any provision of this
Agreement not expressly subject to such order.  9.7Modification. No provision
of this Agreement may be modified, waived, or discharged unless such
modification, waiver, or discharge is agreed to in writing and signed by the
Executive and by a member of the Board, as applicable, or by the respective
parties legal representatives or successors.  9.8Applicable
Law. To the extent not preempted by the laws of the United States, the
laws of Delaware shall be the controlling law in all matters relating to this
Agreement without giving effect to principles of conflicts of laws.  [signature page follows]  10


IN WITNESS WHEREOF, the parties have executed this Agreement on this 18thday of December, 2008.  ATTEST
  
  Walter Industries, Inc.By:
  /s/ Catherine C. Bona
  
  By:
  /s/  Miles C. Dearden, IIICorporate Secretary
  
  Title:
  Sr. Vice President/s/  Michael T. MaddenMichael T. Madden