THIRD AMENDMENT TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT

Exhibit 10.33.3

EXECUTION VERSION

THIRD AMENDMENT TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT

          This Third Amendment (the “ Amendment ”) to Stockholder Protection Rights Agreement is entered into as of September 30, 2008, by and between Hanover Capital Mortgage Holdings, Inc., a Maryland corporation (the “ Company ”), and Computershare Trust Company, N.A., a national banking association f/k/a EquiServe Trust Company, N.A., successor rights agent to State Street Bank & Trust Company (the “ Rights Agent ”).

RECITALS:

           WHEREAS, the Company and the Rights Agent are parties to that certain Stockholder Protection Rights Agreement dated as of April 11, 2000, as amended by the First Amendment to Stockholder Protection Rights Agreement, effective as of September 26, 2001, and the Second Amendment to the Stockholder Protection Rights Agreement, entered into as of June 10, 2002 (as so amended, the “ Agreement ”); and

           WHEREAS, concurrently with the execution of this Amendment, the Company, Walter Industries, Inc., a Delaware corporation (“ Walter ”), and JWH Holding Company, LLC, a Delaware limited liability company (“ JWH ”), are entering into an Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “ Merger Agreement ”), pursuant to which, among other things, JWH (after the Distribution referred to therein) will merge into the Company (the “ Merger ”), the separate existence of JWH shall cease, the Company shall continue as the surviving corporation (the “ Surviving Corporation ”), the limited liability company units of JWH issued and outstanding immediately prior to the effective time of the Merger will be converted into shares of common stock of the Surviving Corporation, par value $0.01 per share (the “ Surviving Corporation Common Stock ”), and, except as otherwise provided in the Merger Agreement, shares of common stock of the Company, par value $0.01 per share (the “ Common Stock ”), issued and outstanding immediately prior to the effective time of the Merger will be combined into fully paid and non-assessable shares of Surviving Corporation Common Stock at the rate specified in the Merger Agreement; and

           WHEREAS, concurrently with the execution of this Amendment, the Company, Amster Trading Company and Ramat Securities, Ltd (each a “Trust Preferred Seller” and together, the “Trust Preferred Sellers”) are entering into an Exchange Agreement, dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “ Exchange Agreement ”), pursuant to which, among other things, the Trust Preferred Sellers will exchange all of the preferred undivided beneficial interests in the assets of Hanover Statutory Trust II held by the Trust Preferred Sellers for an amount of cash and newly issued Common Stock as set forth in the Exchange Agreement (the “ Exchange ”); and

           WHEREAS, as of the date hereof, the Company has not filed Articles Supplementary setting forth the terms of the Preferred Stock (as that term is defined in the Agreement); and

           WHEREAS, as a result of the combination of shares of Common Stock into shares of Surviving Corporation Common Stock at the rate specified in the Merger Agreement

pursuant to the Merger, the Exercise Price (as that term is defined in the Agreement) will be adjusted as specified in Section 2.4 of the Agreement; and

           WHEREAS, the Board of Directors has deemed it fair, desirable and in the best interests of the Company and its stockholders to, pursuant to Section 5.4 of the Agreement, amend the Agreement as set forth below, and has duly authorized any officer of the Company to execute and deliver this Amendment.

           NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter set out and of other consideration (the receipt and sufficiency of which are acknowledged), the parties hereto agree as follows:

          1. Definitions . Except as otherwise indicated herein or unless the context otherwise requires, capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement.

          2. Amendment of Section 1.1 of the Agreement .

“‘ACQUIRING PERSON’ shall mean any Person who is a Beneficial Owner of 10% or more of the outstanding shares of Common Stock (or, in the case of John A. Burchett, more than 20% of the outstanding shares of Common Stock); provided , however , that the term ‘Acquiring Person’ shall not include: (a) any Person (i) who shall become the Beneficial Owner of 10% or more of the outstanding shares of Common Stock (or, in the case of John A. Burchett, more than 20% of the outstanding shares of Common Stock) solely as a result of an acquisition by the Company of shares of Common Stock, until such time hereafter or thereafter as any of such Persons shall become the Beneficial Owner (other than by means of a stock dividend or stock split) of any additional shares of Common Stock, (ii) who becomes the Beneficial Owner of 10% or more of the outstanding Common Stock (or, in the case of John A. Burchett, more than 20% of the outstanding shares of Common Stock) but who acquired Beneficial Ownership of shares of Common Stock without any plan or intention to seek or affect control of the Company, if, upon notice by the Company, such Person promptly enters into an irrevocable commitment with the Company to divest, and thereafter promptly divests (without exercising or retaining any power, including voting, with respect to such shares), sufficient shares of Common Stock (or securities convertible into, exchangeable into or exercisable for Common Stock) so that such Person ceases to be the Beneficial Owner of 10% or more of the outstanding shares of Common Stock (or, in the case of John A. Burchett, more than 20% of the outstanding shares of Common Stock) or (iii) who Beneficially Owns shares of Common Stock consisting solely of one or more of (A) shares of Common Stock Beneficially Owned pursuant to the grant or exercise of an option granted to such Person (an “ Option Holder ”) by the Company in connection with an agreement to merge with, or acquire, the Company entered into prior to a Flip-in Date, (B) shares of Common Stock (or securities convertible into, exchangeable into or

exercisable for Common Stock) Beneficially Owned by such Option Holder or its Affiliates or Associates at the time of grant of such option and (C) shares of Common Stock (or securities convertible into, exchangeable into or exercisable for Common Stock) acquired by Affiliates or Associates of such Option Holder after the time of such grant which, in the aggregate, amount to less than 1% of the outstanding shares of Common Stock; (b) Walter Industries, Inc., JWH Holding Company, LLC or any of their respective Affiliates or Associates, to the extent such Persons become Beneficial Owners of 10% or more of the outstanding shares of Common Stock solely as a result of the transactions contemplated by the Merger Agreement (including any amendment thereto); or (c) solely during the period commencing upon the consummation of the Exchange and terminating upon the earlier to occur of (i) the effective time of the Merger and (ii) the termination of the Merger Agreement in accordance with its terms, the Trust Preferred Sellers; provided , further , that if either of the Trust Preferred Sellers would otherwise become an Acquiring Person as a result of the consummation of the Exchange and the termination of the Merger Agreement in accordance with its terms, such Trust Preferred Seller shall not be an Acquiring Person to the extent such Trust Preferred Seller promptly enters into an irrevocable commitment with the Company to divest, and thereafter promptly divests (without exercising or retaining any power, including voting (except in accordance with any Voting Agreement between such Trust Preferred Seller and the Company), with respect to such shares), itself of sufficient shares of Common Stock (or securities convertible into, exchangeable into or exercisable for Common Stock), so that such Trust Preferred Seller ceases to be the Beneficial Owner of 10% or more of the outstanding shares of Common Stock. In addition, none of the Company, any wholly-owned Subsidiary of the Company or any employee stock ownership or other employee benefit plan of the Company or a wholly-owned Subsidiary of the Company shall be an Acquiring Person.”

“‘PREFERRED STOCK’ shall mean the series of preferred stock, par value $0.01 per share, of the Company, designated as Participating Preferred Stock, having substantially the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption set forth in EXHIBIT B hereto and as shall be made a part of the charter of the Company upon the acceptance for record by the State Department of Assessments and Taxation of Maryland of a charter document including the terms thereof.”

     “(a) Subject to SECTIONS 3.1, 5.1 and 5.10 and subject to adjustment as herein set forth, each Right will entitle the holder thereof, after the Separation

Time and prior to the Expiration Time, to purchase, for the Exercise Price, one one-ten-thousandth of a share of Preferred Stock.”

          “(d) Whenever the Company shall become obligated or exercise the option under SECTION 3.1(a) or (c) to issue shares of Common Stock upon exercise of or in exchange for Rights, the Company, at its option, may substitute therefor shares of Preferred Stock, at a ratio of one one-ten-thousandth of a share of Preferred Stock for each share of Common Stock so issuable.

“Computershare Trust Company, N.A.
250 Royall Street
Canton, MA 02021
Attention: Client Services”

“For purposes of this Section 5.16, the term ‘Future Director’ shall mean any director who became a member of the Company’s Board of Directors less than 180 days prior to such redemption, modification or termination; provided , however , that in no event shall any person named as a director of the Company in the Articles of Merger filed with the State Department of Assessments and Taxation of Maryland effecting the Merger be considered a ‘Future Director’ for purposes of this Section 5.16, notwithstanding that such director may not have been a director prior to the consummation of the Merger.”