VOTING AGREEMENT WALTER INDUSTRIES, INC.

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VOTING AGREEMENT

VOTING AGREEMENT (this “ Agreement ”) dated as of June 17, 2005 among DLJ Merchant Banking Partners II, L.P., a Delaware limited partnership, DLJ Merchant Banking Partners II-A, L.P., a Delaware limited partnership, DLJ Merchant Banking II, Inc., as advisory general partner on behalf of DLJ Offshore Partners II, C.V., a Netherlands Antilles limited partnership, DLJ Diversified Partners, L.P., a Delaware limited partnership, DLJ Diversified Partners-A, L.P., a Delaware limited partnership, DLJMB Funding II, Inc., a Delaware corporation, DLJ Millennium Partners, L.P., a Delaware limited partnership, DLJ Millennium Partners-A, L.P., a Delaware limited partnership, DLJ EAB Partners, L.P., a Delaware limited partnership, DLJ ESC II, L.P., a Delaware limited partnership, DLJ First ESC, L.P., a Delaware limited partnership, DLJ Investment Partners L.P., a Delaware limited partnership, DLJ Investment Partners II, L.P., a Delaware limited partnership and DLJIP II Holdings, L.P., a Delaware limited partnership (each a “ DLJ Entity ” and collectively, the “ DLJ Entities ”), Dale B. Smith, Thomas E. Fish, George P. Bukuras, Darrell Jean and Doyce Gaskin (each, an “ Executive ” and, collectively, the “ Executives ”)  and Walter Industries, Inc., a Delaware corporation (“ Buyer ”).

WHEREAS, each of the DLJ Entities and the Executives (each a “ Stockholder ”) is a stockholder of Mueller Water Products, Inc., a Delaware corporation (the “ Company ”); and

WHEREAS, in order to induce Buyer to enter into an Agreement and Plan of Merger dated as of the date hereof (the “ Merger Agreemen t”), among the Company, Buyer, JW MergerCo., Inc., a Delaware corporation, and DLJ Merchant Banking II, Inc., a Delaware corporation (solely in its capacity as the Stockholders’ Representative), Buyer has requested that each Stockholder, and each Stockholder has agreed to, enter into this Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1
GRANT OF PROXY; VOTING AGREEMENT

Section 1.01 .  Voting Agreement .  Each Stockholder hereby agrees that, at any meeting of the stockholders of the Company, however called, and at any adjournment thereof, in any action by written consent of the stockholders of the Company, or in any other circumstances upon which such Stockholder’s vote, consent or approval is sought, such Stockholder shall appear at such meeting or otherwise cause the Voting Common Shares owned beneficially by such Stockholder to be counted as present thereat for purposes of calculating a quorum,

and each Stockholder shall execute and deliver to the Company written consents with respect to, or to vote the Voting Common Shares owned beneficially by such Stockholder: (i) in favor of the approval and adoption of the Merger Agreement (or any amended version thereof), the Merger and the other transactions contemplated thereby, and (ii) against any action or agreement that is or would be reasonably likely to result in any condition to the Company’s obligations or the Buyer’s obligations under the Merger Agreement not being fulfilled.

Section 1.02 .  Irrevocable Proxy .  Each Stockholder hereby revokes any and all previous proxies granted with respect to its Voting Common Shares.  By entering into this Agreement, each Stockholder hereby grants a proxy appointing Buyer and each of its designees, and each of them individually, as such Stockholder’s attorney-in-fact and proxy, with full power of substitution, for and in such Stockholder’s name, to vote, express, consent or dissent, or otherwise to utilize such voting power in the manner contemplated by Section 1.01 above as Buyer or its proxy or substitute shall, in Buyer’s sole discretion, deem proper with respect to its Voting Common Shares beneficially owned by such Stockholder.  Each Stockholder hereby confirms that the proxy granted by such Stockholder pursuant to this Article 1 is, subject to the last sentence of this Section 1.02, irrevocable and is coupled with an interest, and is granted in consideration of Buyer entering into this Agreement and the Merger Agreement.  If any Stockholder fails for any reason to consent or vote such Stockholder’s Voting Common Shares in accordance with the requirements of Section 1.01 above (or anticipatorily breaches such section), then Buyer shall have the right to consent or vote such Stockholder’s Voting Common Shares in accordance with the provisions of Section 1.01.  The proxy granted by each Stockholder shall be revoked upon termination of this Agreement in accordance with its terms.

ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF THE DLJ ENTITIES

Each Stockholder severally as to such Stockholder only and not jointly represents and warrants to Buyer that:

Section 2.01 .  Existence and Power.  Such Stockholder is an individual and has full legal capacity, or is a corporation duly incorporated or a limited partnership duly organized, validly existing and in good standing (where applicable) under the laws of its jurisdiction and has all corporate or partnership powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.

Section 2.02 .  Authorization .  The execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated to be consummated by such Stockholder hereby are within such Stockholder’s legal capacity (if an individual), or corporate or limited partnership, as applicable, powers and have, to the extent applicable, been

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duly authorized by all necessary corporate or partnership, as applicable, action on the part of such Stockholder.  This Agreement constitutes a valid and binding Agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, (i) except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) subject to general principles of equity.

Section 2.03 .  Non-contravention .  The execution, delivery and performance by such Stockholder of this Agreement and the consummation by such Stockholder of the transactions contemplated hereby do not and will not (i) with respect to entities only, violate the certificate of incorporation or bylaws or limited partnership agreement, as applicable, of such Stockholder, (ii) violate any applicable law, rule, regulation, judgment, injunction, order or decree or (iii) require any consent or other action by any Person that has not been obtained or taken, or that will not have been obtained or taken when required to been obtained or taken, under any provision of any agreement or other instrument binding on such Stockholder.

Section 2.04 .  Ownership of Shares .  Such Stockholder is the record owner of the Shares set forth opposite its name on Exhibit A hereto, free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of any such securities), except for Liens, limitations and restrictions under the Stockholders Agreement and hereunder.  Except as set forth herein, none of such Stockholder’s Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such securities.  Such Stockholder does not beneficially own any other shares of capital stock or equity securities of the Company, including any securities convertible into or exercisable for such capital stock (collectively, including the Shares, the “ Company Securities ”).  For purposes hereof, “ Stockholders Agreement ” means the Stockholders Agreement dated as of August 16, 1999 (as amended) among the Company, certain DLJ Entities, Squam Lake Investors IV, L.P., and the other Persons who have become parties thereto after the execution and delivery thereof.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to the DLJ Entities:

Section 3.01 .  Corporate Existence and Power.  Buyer is a corporation duly incorporated, validly existing and in good standing under the