RESTRICTED STOCK AGREEMENT

This RESTRICTED STOCK AGREEMENT (this "Restricted Stock Agreement") is between Pool Corporation, a Delaware corporation ("Company"), and _____________("Recipient"), and is dated as of the date set forth immediately above the signatures below.

1.   Grant of Restricted Stock . The Company hereby grants to Recipient all rights, title and interest in the record and beneficial ownership of ________ shares (the "Restricted Stock" or the “Incentive”) of common stock, $.001 par value per share, of Company ("Common Stock") subject to the conditions described in Paragraphs 4 and 5 as well as the other provisions of this Restricted Stock Agreement. The Restricted Stock is granted pursuant to and to implement in part Pool Corporation’s 2007 Long-Term Incentive Plan (as amended and in effect from time to time, the "Plan") and is subject to the provisions of the Plan, which is hereby incorporated herein and is made a part hereof, as well as the provisions of this Restricted Stock Agreement and in the event of any inconsistency, the provisions of the Plan shall control. Recipient agrees to be bound by all of the terms, provisions, conditions and limitations of the Plan and this Restricted Stock Agreement. All capitalized terms have the meanings set forth in the Plan unless otherwise specifically provided. All references to specified paragraphs pertain to paragraphs of this Restricted Stock Agreement unless otherwise specifically provided.

2.   Custody of Restricted Stock . Upon satisfaction of the vesting conditions set forth in Paragraph 4 or the occurrence of any of the events contemplated by Paragraph 5(b) or 5(c), Company shall issue and deliver to Recipient a certificate or certificates for such number of shares of Restricted Stock as are required to be issued and delivered under this Restricted Stock Agreement. Prior to the satisfaction of such vesting conditions or the occurrence of such events, the Restricted Stock is not transferable and shall be held in trust until such time as the applicable restrictions on the transfer thereof have expired or otherwise lapsed.

3.   Risk of Forfeiture . Subject to Paragraphs 5(b) and 5(c), should Recipient's service as a member of the Board of Directors of the Company and each Subsidiary terminate prior to the vesting date set forth in Paragraph 4, Recipient shall forfeit the Restricted Stock that would otherwise have vested on such dates. For purposes of this Restricted Stock Agreement, “Subsidiary” shall mean any corporation or other entity of which the Company owns securities having a majority of the ordinary voting power in electing the board of directors or similar governing body, either directly or through one or more Subsidiaries.

4.   Vesting Dates . Subject to Paragraph 5, the shares of Restricted Stock subject to this Restricted Stock Agreement shall vest in full on May 8, 2008.

5.   Termination of Service on the Board of Directors; Change of Control . Except as otherwise provided in this Section 5, if Recipient ceases to serve on the Board of Directors prior to May 8, 2008, then Recipient shall forfeit the right to receive all of the shares of Restricted Stock.

a.   Change of Control . If a Change of Control shall occur, then immediately all nonvested Restricted Stock shall fully vest, all restrictions (other than those described in Paragraph 9) applicable to such Restricted Stock shall terminate and Company shall release from escrow or trust and shall issue and deliver to Recipient a certificate or certificates for all shares of Restricted Stock.

b.   Death or Disability . If Recipient's service on the Board of Directors is terminated by death or Disability, then immediately all nonvested Restricted Stock shall fully vest, all restrictions (other than described in Paragraph 9) applicable to Restricted Stock shall terminate and Company shall release from escrow or trust and shall issue and deliver to Recipient, or in the case of death, to the person or persons to whom Recipient's rights under this Restricted Stock Agreement shall pass by will or by the applicable laws of descent and distribution, or in the case of Disability, to Recipient's personal representative, a certificate or certificates for all Restricted Stock.

c.   Definition of Disability .