ASSIGNMENT AND ASSUMPTION AGREEMENT

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Exhibit 2.2

ASSIGNMENT AND ASSUMPTION AGREEMENT

        This ASSIGNMENT AND ASSUMPTION AGREEMENT (this " Assignment ") is entered into as of February 6, 2009, by and among Walter Industries, Inc., a Delaware Corporation (" Walter "), JWH Holding Company, LLC, a Delaware limited liability company (the " Assignor "), Walter Investment Management LLC, a Delaware limited liability company (the " Assignee "), Hanover Capital Mortgage Holdings, Inc., a Maryland corporation (" Hanover "), and each of the stockholders of Hanover signatory hereto (each, a " Stockholder " and, collectively, the " Stockholders " and, together with Walter, Assignor, Assignee, and Hanover, the " Parties "), with respect to that certain Voting Agreement, dated September 29, 2008 (the " Voting Agreement "), by and among Walter, the Assignor, Hanover, and the Stockholders. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in the Voting Agreement.

RECITALS

        WHEREAS, concurrently with the execution of this Assignment, Walter, the Assignor, the Assignee and Hanover entered into a Second Amended and Restated Agreement and Plan of Merger, dated as of [                        ], 2009 (the " Restated Merger Agreement ), amending and restating the Merger Agreement, as previously amended and restated by the Amended and Restated Agreement and Plan of Merger, dated as of October 28, 2008, and pursuant to which, among other things, Assignee will merge into Hanover (the " Amended Merger "), the separate existence of Assignee shall cease and Hanover shall continue as the surviving corporation;

        WHEREAS, as a condition and inducement to Walter and the Assignor to enter into the Merger Agreement, Walter and the Assignor required the Stockholders to enter into the Voting Agreement, pursuant to which the Stockholders have agreed to vote their Covered Shares in favor of proposals to approve the Merger and other transactions contemplated by the Merger Agreement, and against proposals intended to impede or adversely affect the Merger or any of the transactions contemplated in connection therewith; and

        WHEREAS, in accordance with Section 5.12 of the Voting Agreement, Walter and the Stockholders acknowledge and consent to the assignment of, and Assignor desires to assign to Assignee and Assignee desires to assume all of, Assignor's rights and obligations under the Voting Agreement.

        NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged by all Parties, the Parties hereby agree as follows:

        1.     Assignment and Assumption.     Assignor does hereby assign, and Assignee does hereby assume, all of Assignor's rights and obligations under the Voting Agreement.

        2.     Consent to Assignment.     Walter, Hanover, and each of the Stockholders hereby consent to the assignment set forth in Section 1 hereof.

        3.     Confirmation of Obligations.     

        a.     Each of the Parties hereto acknowledges and agrees that the term "Merger," as defined and used in the Voting Agreement, is intended to, and does, have the meaning ascribed to such term in the Merger Agreement and, as a result of the Restated Merger Agreement and the assignment set forth herein, shall mean the Amended Merger or, if the Merger Agreement is further amended, supplemented, restated or otherwise modified, shall have such other meaning as is ascribed to such term in the Merger Agreement as so amended, supplemented, restated or otherwise modified.

        b.     Each Stockholder hereby acknowledges and agrees that the proposal to approve the New Plan (as such term is defined in the Merger Agreement) and the separate proposals to approve the amendment and restatement of Hanover's charter as set forth in the Amended and Restated Charter