Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors of Walter Industries, Inc. (the "Company") in their respective
capacities set forth below constitutes and appoints Donald N. Boyce,
Robert B. Lewis and Mark Hiltwein, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to do any and all acts and all things and to
execute any and all instruments which said attorney and agent may deem
necessary or desirable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission thereunder in
connection with the registration under such Act of shares of common stock
of the Company ("Common Stock") to be issued or transferred pursuant to
the Walter Industries Employee Stock Purchase Plan, to the extent that
any such registration may be required in the opinion of the executive
officers of the Company, upon the advice of counsel, including without
limitation, the power and authority to sign the name of the undersigned
individual in the capacity indicated below opposite the name of such
individual to any Registration Statement on Form S-8 or any Form relating
to the registration of such common stock to be filed with the Securities
and Exchange Commission with respect to said common stock, to sign any
and all amendments (including post-effective amendments) and supplements
to any such Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully
to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitutes, may lawfully do or cause to
be done by virtue hereof.
Signature Title Date
/s/ Robert F. Amter Director October 25, 2000
Robert F. Amter
/s/ Howard L. Clark, Jr. Director October 30, 2000
Howard L. Clark, Jr.
/s/ Perry Golkin Director October 30, 2000
Perry Golkin
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/s/ James L. Johnson Director October 30, 2000
James L. Johnson
/s/ Scott C. Nuttal Director October 25, 2000
Scott C. Nuttall
/s/ Wayne W. Robinson Director October 30, 2000
Wayne W. Robinson
/s/ Neil A. Springer Director October 30, 2000
Neil A. Springer
/s/ Michael T. Tokarz Director October 30, 2000
Michael T. Tokarz
