NON-EXECUTIVE VICE CHAIRMAN COMPENSATION AGREEMENT

Exhibit 10.3

AGREEMENT

(Charles E. Cobb, Jr. )

This AGREEMENT (the “Agreement”) is dated as of December 13, 2006, by and between WCI Communities, Inc. (the “Company”) and Charles E. Cobb, Jr. (the “Director”).

WHEREAS, the Director currently serves as a non-employee director on the Board of Directors of the Company (the “Board”); and

WHEREAS, the Board has elected the Director as the Vice Chairman of the Board on December 13, 2006, and currently intends to elect the Director as Chairman of the Board at the time of the 2007 shareholders meeting if he is then serving as a director; and

WHEREAS, the Director is willing to serve in such capacities for the compensation and upon the terms set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

1. Election as Vice Chairman and Chairman .

a. On December 13, 2006, the Board elected the Director to serve as Vice Chairman of the Board of Directors.

b. Provided that the Director remains on the Board immediately following the Company’s 2007 annual shareholders meeting, the Board intends to elect the Director to serve as the non-executive Chairman of the Board on that date.

2. Compensation .

a. Regular Board Compensation . Throughout his term on the Board, the Director will continue to receive the compensation to which he is entitled as a non-employee director of the Company pursuant to the Director Compensation Strategy Statement and the compensation program for non-employee directors that was adopted by the Board in October 2005, as the same has been and may hereafter be amended from time to time (the “WCI Director Compensation Program”) including, without limitation, the annual Board retainer, annual Committee Chair retainer, annual equity awards, and Board and Committee meeting fees, subject in each case to the applicable attendance requirements.

b. Special Compensation . Upon the recommendation of the Executive Compensation Committee and the Nominating/Corporate Governance Committee of the Board, the Board approved on December 13, 2006, the following special compensation to be paid to the Director for his service as Vice Chairman and, later, Chairman of the Board, which shall be in addition to his regular compensation as a non-employee director as referenced above.

(i) Stock Options . On December 13, 2006, the Company shall grant to the Director, under the Amended and Restated WCI Communities, Inc. 1998 Non-Employee Director Stock Incentive Plan (the “Plan”), non-qualified stock options to purchase 80,000 shares of common stock of the Company (“Common Stock”) at an exercise price per share that is equal to the closing price of the Common Stock on the grant date (the “Options”). The Options will have a term of forty-two (42) months, expiring on June 13, 2010, and shall be subject to the terms and conditions set forth in an option agreement in the form attached hereto as Exhibit A (the “Option Agreement”). The Options will vest as to 50% (40,000) of the shares on the first anniversary of the grant date and 50% (40,000) of the shares on the second anniversary of the grant date, except that any unvested options will vest in full (A) upon a Change in Control of the Company, as defined in the Plan, (B) on the date of the Company’s annual meeting of shareholders in 2007, if the Director is not re-elected to the Board at that meeting, (C) on the date of the Board meeting held on the date of the Company’s annual meeting of shareholders in 2007, if the Company does not elect the Director to the position of Chairman on or before that date, (D) on the date of the Company’s annual meeting of shareholders in 2008, if the Director is not re-elected to the Board at that meeting, or (E) on the date, if any, that the Company removes the Director without cause (as defined in the Option Agreement) from the position of Vice Chairman (other than the transition from Vice Chairman to Chairman) or, once elected, from the position of Chairman. In any such case of normal or early vesting, the Options shall remain exercisable for their full remaining term. If the Director resigns as Vice Chairman or Chairman, is physically unable to perform the duties of Vice Chairman or Chairman, or is removed from either of such positions for cause (as defined in the Option Agreement), the unvested portion of the Options shall terminate and be forfeited to the Company on the date that the Director ceases to serve in the capacity as Vice Chairman or Chairman, as the case may be.

(ii) Incremental Chairmanship Fee . For such time, if any, as the Director continues to serve as Chairman after December 15, 2008, then, in addition to other retainers and fees payable to him under the WCI Director Compensation Program, the Company shall pay to the Director an incremental fee in the amount of $200,000 per year, which shall be paid quarterly in advance, beginning on January 1, 2009 (the “Incremental Chairmanship Fee”). The Director may elect to receive the Incremental Chairmanship Fee in the form of cash, Common Stock or equity-based awards. If the Director elects to receive some or all of the Incremental Chairmanship Fee in the form of Common Stock or equity-based awards, such shares or equity-based awards shall be granted under the Plan and shall be subject to all of the terms and conditions of the Plan.

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3. Miscellaneous .

a. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflicts of laws principles thereof.

b. Severability . In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

c. Assignment . This Agreement, and the Director’s rights hereunder, shall not be assignable or delegable by the Director. Any purported assignment or delegation by the Director in violation of the foregoing shall be null and void ab initio and of no force and effect. This Agreement may be assigned by the Company to a person or entity which is an affiliate or a successor in interest to substantially all of the business operations of the Company. Upon such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such affiliate or successor person or entity.

d. Notice . For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three days after it has been mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

If to the Company:

WCI Communities, Inc.

24301 Walden Center Drive

Bonita Springs, Florida 34134

Attention: Vivien N. Hastings, General Counsel; Facsimile: (239) 498-8277

If to the Director:

Mr. Charles E. Cobb, Jr.

8 Tahiti Beach Island

Coral Gables, Florida 33143

or such other address as the Director shall advise the Company in writing.

e. Counterparts . This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

(signatures on following page)

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

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Exhibit A

WCI COMMUNITIES, INC.

STOCK OPTION AGREEMENT

Amended and Restated WCI Communities, Inc.

1998 Non-Employee Director

Stock Incentive Plan

This Stock Option Agreement is entered into as of the 13th day of December, 2006 (the “Option Date”) by and between WCI Communities, Inc., a Delaware corporation (the "Company") and Charles E. Cobb, Jr. (the "Participant").

RECITALS

In consideration of the services performed and to be performed by Participant, the Company has determined that it is in the best interests of the Company to grant Participant options to purchase common stock of the Company (the "Shares") pursuant to the Amended and Restated WCI Communities, Inc. 1998 Non-Employee Director Stock Incentive Plan (the "Plan"), which was previously approved by the Company's shareh